SENIOR
          FACILITIES AGREEMENT

        


        dated     August
          2008

        


        for

        


        NDS
          FINANCE LIMITED

        as
          the
          Company

        


        arranged
          by

        J.P.
          MORGAN PLC

        and

        MORGAN
          STANLEY BANK INTERNATIONAL LIMITED

        as
          Arrangers

        


        with

        J.P.
          MORGAN EUROPE LIMITED

        


        acting
          as
          Facility Agent

        


        JPMORGAN
          CHASE BANK, N.A., LONDON BRANCH

        


        acting
          as
          Issuing Bank

        


        and

        


        J.P.
          MORGAN EUROPE LIMITED

        


        acting
          as
          Security Agent

         

        

         

        Ref:
          ADF/WLN/LEF

        Linklaters
          LLP

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

     

    
      	CLAUSE	 	PAGE
	 	
              SECTION
                1

            	 
	 	
              INTERPRETATION

            	 
	
              1.

            	
              Definitions
                and Interpretation

            	3
	 	
              SECTION
                2

            	 
	 	
              THE
                FACILITIES

            	 
	
              2.

            	
              The
                Facilities

            	59
	
              3.

            	
              Purpose

            	61
	
              4.

            	
              Conditions
                of Utilisation

            	62
	 	
              SECTION
                3

            	 
	 	
              UTILISATION

            	 
	
              5.

            	
              Utilisation
                - Loans

            	65
	
              6.

            	
              Utilisation
                - Letters of Credit

            	67
	
              7.

            	
              Letters
                of Credit

            	70
	
              8.

            	
              Conversion
                of Acquisition Loans

            	72
	
              9.

            	
              Optional
                Currencies

            	73
	
              10.

            	
              Ancillary
                Facilities and Fronted Ancillary Facilities

            	75
	
              11.

            	
              Uncommitted
                Acquisition Facility

            	83
	 	
              SECTION
                4

            	 
	 	
              REPAYMENT,
                PREPAYMENT AND CANCELLATION

            	 
	
              12.

            	
              Repayment

            	84
	
              13.

            	
              Illegality,
                Voluntary Prepayment and Cancellation

            	86
	
              14.

            	
              Mandatory
                Prepayment

            	89
	
              15.

            	
              Restrictions

            	95
	 	
              SECTION
                5

            	 
	 	
              COSTS
                OF UTILISATION

            	 
	
              16.

            	
              Interest

            	97
	
              17.

            	
              Interest
                Periods

            	98
	
              18.

            	
              Changes
                to the Calculation of Interest

            	100
	
              19.

            	
              Fees

            	101
	 	
              SECTION
                6

            	 
	 	
              ADDITIONAL
                PAYMENT OBLIGATIONS

            	 
	
              20.

            	
              Tax
                Gross-Up and Indemnities

            	103
	
              21.

            	
              Increased
                Costs

            	109
	
              22.

            	
              Other
                Indemnities

            	110
	
              23.

            	
              Mitigation
                by the Lenders

            	112
	
              24.

            	
              Costs
                and Expenses

            	112
	 	
              SECTION
                7

            	 
	 	
              GUARANTEE

            	 
	
              25.

            	
              Guarantee
                and Indemnity

            	113
	 	
              SECTION
                8

            	 
	 	
              REPRESENTATIONS,
                UNDERTAKINGS AND EVENTS OF DEFAULT

            	 
	
              26.

            	
              Representations

            	
              118

            
	
              27.

            	
              Information
                Undertakings

            	
              123

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              28.

            	 	
              Financial
                Covenants

            	 	
              130

            
	
              29.

            	 	
              General
                Undertakings

            	 	
              146

            
	
              30.

            	 	
              Events
                of Default

            	 	
              159

            
	 	 	
              SECTION
                9

            	 	 
	 	 	
              CHANGES
                TO PARTIES

            	 	 
	
              31.

            	 	
              Changes
                to the Lenders

            	 	
              166

            
	
              32.

            	 	
              Changes
                to the Obligors

            	 	
              171

            
	 	 	
              SECTION
                10

            	 	 
	 	 	
              THE
                FINANCE PARTIES

            	 	 
	
              33.

            	 	
              Role
                of the Facility Agent, the Arranger, the Issuing Bank and
                Others

            	 	
              175

            
	
              34.

            	 	
              Conduct
                of Business by the Finance Parties

            	 	
              181

            
	
              35.

            	 	
              Sharing
                among the Finance Parties

            	 	
              182

            
	 	 	
              SECTION
                11

            	 	 
	 	 	
              ADMINISTRATION

            	 	 
	
              36.

            	 	
              Payment
                Mechanics

            	 	
              184

            
	
              37.

            	 	
              Set-Off

            	 	
              186

            
	
              38.

            	 	
              Notices

            	 	
              186

            
	
              39.

            	 	
              Calculations
                and Certificates

            	 	
              189

            
	
              40.

            	 	
              Partial
                Invalidity

            	 	
              189

            
	
              41.

            	 	
              Remedies
                and Waivers

            	 	
              189

            
	
              42.

            	 	
              Amendments
                and Waivers

            	 	
              190

            
	
              43.

            	 	
              Counterparts

            	 	
              192

            
	
              44.

            	 	
              US
                Patriot Act

            	 	
              192

            
	 	 	
              SECTION
                12

            	 	 
	 	 	
              GOVERNING
                LAW AND ENFORCEMENT

            	 	 
	
              45.

            	 	
              Governing
                Law

            	 	
              193

            
	
              46.

            	 	
              Enforcement

            	 	
              193

            


    

     

    THE
      SCHEDULES

     

    
      	
              SCHEDULE

            	 	
              PAGE

            	 
	 	 	 	 
	
              SCHEDULE
                1
                The Original Parties

            	 	 	
              194

            	 
	
              SCHEDULE
                2
                Condition Precedent and conditions subsequent

            	 	 	
              196

            	 
	
              SCHEDULE
                3
                Requests

            	 	 	
              205

            	 
	
              SCHEDULE
                4
                Mandatory Cost Formulae

            	 	 	
              210

            	 
	
              SCHEDULE
                5 Form
                of Transfer Certificate and Lender Accession
                Undertaking

            	 	 	
              213

            	 
	
              SCHEDULE
                6 Form of
                Accession Letter

            	 	 	
              216

            	 
	
              SCHEDULE
                7 Form
                of Resignation Letter

            	 	 	
              217

            	 
	
              SCHEDULE
                8 Form
                of Compliance Certificate

            	 	 	
              218

            	 
	
              SCHEDULE
                9 LMA
                Form of Confidentiality Uundertaking 

            	 	 	
              220

            	 
	
              SCHEDULE
                10
                Timetables

            	 	 	
              224

            	 
	
              SCHEDULE
                11
                Form of Letter of Credit

            	 	 	
              226

            	 
	
              SCHEDULE
                12
                Material Ccompanies

            	 	 	
              229

            	 
	
              SCHEDULE
                13
                Security Principles

            	 	 	
              230

            	 
	
              SCHEDULE
                14
                Form of TEG Letter

            	 	 	
              238

            	 
	
              SCHEDULE
                15
                Further Acquisition Facility Lender Accession Undertaking

            	 	 	
              240

            	 


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT is
      dated     August 2008 and made
      between:

     

    
      	
              (1)

            	
              NDS
                FINANCE LIMITED (registration
                number 06617193) (the "Company");
                

            


    

     

    
      	
              (2)

            	
              THE
                SUBSIDIARIES
                of
                the Parent listed in Part I of Schedule 1 (The
                Original Parties)
                as original borrowers (the "Original
                Borrowers");

            


    

     

    
      	
              (3)

            	
              THE
                SUBSIDIARIES of
                the Parent listed in Part I of Schedule 1 (The
                Original Parties)
                as original guarantors (the "Original
                Guarantors");

            


    

     

    
      	
              (4)

            	
              J.P.
                MORGAN PLC and
                MORGAN
                STANLEY BANK INTERNATIONAL LIMITED as
                mandated lead arrangers (whether acting individually or together,
                the
                "Arranger");

            


    

     

    
      	
              (5)

            	
              THE
                FINANCIAL INSTITUTIONS listed
                in Part II of Schedule 1 (The
                Original Parties)
                as original lenders (the "Original
                Lenders");

            


    

     

    
      	
              (6)

            	
              J.P.
                MORGAN EUROPE LIMITED
                as
                agent of the other Finance Parties (the "Facility
                Agent");

            


    

     

    
      	
              (7)

            	
              J.P.
                MORGAN EUROPE LIMITED
                as
                security agent for the Secured Parties (the "Security
                Agent");
                and

            


    

     

    
      	
              (8)

            	
              JPMORGAN
                CHASE BANK, N.A., LONDON BRANCH as
                issuing bank (the "Issuing
                Bank").

            


    

     

    IT
      IS
      AGREED as follows:

     

    SECTION
      1

     

    INTERPRETATION

     

    
      	
              1.

            	
              
                DEFINITIONS
                  AND INTERPRETATION

              

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

    In
      this
      Agreement:

     

    "Accession
      Letter"
      means a
      document substantially in the form set out in Schedule 6 (Form
      of Accession Letter).

     

    "Accounting
      Principles"
      means
      US GAAP.

     

    "Acquisition"
      means
      the acquisition by Permira of shares in the Parent by means of a scheme of
      arrangement.

     

    "Acquisition
      Costs"
      means
      all non-periodic fees, costs and expenses, stamp, registration and other taxes
      incurred or required to be paid by any member of the Group in connection with
      the Transaction, any Permitted Acquisition, any reorganisation permitted under
      paragraph (c) of the definition of Permitted Transaction or the Transaction
      Documents or the refinancing of any indebtedness in the Group at
      Closing.

     

    "Acquisition
      Facility Commitment"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to any Acquisition Facility Lender on the date the Uncommitted
                Acquisition Facility becomes available under Clause 11
                (Uncommitted
                Acquisition Facility),
                the amount in the Base Currency made available by it on such
                date;

            


    

     

    
      
        
          
            	
                  	(b)	
                    in
                      relation to any Acquisition Facility Lender at any other time,
                      the amount
                      in the Base Currency of any Acquisition Facility Commitment
                      transferred to
                      it under, or in accordance with, this
                      Agreement,

                  


          

          
             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

          

           

          to
            the
            extent not cancelled, reduced or transferred by it under this
            Agreement.

        

      

    

     

    "Acquisition
      Facility Lender"
      means:

     

    
      	 	
              (a)

            	
              each
                Lender which makes available an Acquisition Facility Loan in accordance
                with Clause 11
                (Uncommitted
                Acquisition Facility);
                and

            


    

     

    
      	 	
              (b)

            	
              any
                bank, financial institution, trust, fund or other entity which has
                become
                an Acquisition Facility Lender in accordance with Clause 31 (Changes
                to the Lenders),

            


    

     

    which
      in
      each case has not ceased to be an Acquisition Facility Lender in accordance
      with
      this Agreement.

     

    "Acquisition
      Facility Loan"
      means a
      Loan made or to be made under the Uncommitted Acquisition Facility or the
      principal amount outstanding for the time being of that Loan.

     

    "Acquisition
      Facility Repayment Date"
      means
      each of the repayment dates commencing on or after 54 months after Closing
      and
      occurring no more frequently than the Facility A Repayment Dates as agreed
      between the Facility Agent (acting on the instructions of the Acquisition
      Facility Lenders) and the Company when the Uncommitted Acquisition Facility
      becomes available under Clause 11
      (Uncommitted
      Acquisition Facility).

     

    "Acquisition
      Loan"
      means
      any Loan made under the Revolving Facility for the purposes set out in
      sub-paragraphs (i) to (iv) of paragraph (c) of Clause 3.1
      (Purpose).

     

    "Acquisition
      Sub-Limit"
      means,
      prior to the Conversion Date, $50,000,000 of the Revolving Credit Facility.
      On
      and from the Conversion Date following conversion of the Acquisition Loans
      pursuant to Clause 8
      (Conversion
      of Acquisition Loans),
      the
      Acquisition Sub-Limit shall be reduced to zero.

     

    "Acquisition
      Term Loan"
      has the
      meaning given to that term in Clause 8
      (Conversion
      of Acquisition Loans).

     

    "Acquisition
      Term Loan Repayment Date"
      means
      each of the dates specified in paragraph (d) of Clause 12.1
      (Repayment
      of Term Loans).

     

    "Additional
      Borrower"
      means a
      company which becomes a Borrower in accordance with Clause 32
      (Changes
      to the Obligors).

     

    "Additional
      Cost Rate"
      has the
      meaning given to that term in Schedule 4 (Mandatory
      Cost Formulae).

     

    "Additional
      Guarantor"
      means a
      company which becomes a Guarantor in accordance with Clause 32
      (Changes
      to the Obligors).

     

    "Additional
      Obligor"
      means
      an Additional Borrower or an Additional Guarantor.

     

    "Affiliate"
      means,
      in relation to any person, a Subsidiary of that person or a Holding Company
      of
      that person or any other Subsidiary of that Holding Company.

     

    "Ancillary
      Commencement Date"
      means,
      in relation to an Ancillary Facility, the date on which that Ancillary Facility
      is first made available, which date shall be a Business Day within the
      Availability Period for the Revolving Facility.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Ancillary
      Commitment"
      means,
      in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base
      Currency Amount which that Ancillary Lender has agreed (whether or not subject
      to satisfaction of conditions precedent) to make available from time to time
      under an Ancillary Facility as notified to the Facility Agent pursuant to Clause
      10.2 (Availability),
      to the
      extent that amount is not cancelled or reduced under this Agreement or the
      Ancillary Documents relating to that Ancillary Facility.

     

    "Ancillary
      Document"
      means
      each document relating to or evidencing the terms of an Ancillary
      Facility.

     

    "Ancillary
      Facility"
      means
      any ancillary facility (other than a Fronted Ancillary Facility) made available
      by an Ancillary Lender in accordance with Clause 10
      (Ancillary
      Facilities and Fronted Ancillary Facilities).

     

    "Ancillary
      Lender"
      means
      each Lender (or Affiliate of a Lender) which makes available an Ancillary
      Facility in accordance with Clause 10
      (Ancillary
      Facilities and Fronted Ancillary Facilities),
      acting
      in its capacity as a provider of that Ancillary Facility.

     

    "Ancillary Outstandings"
      means:

     

    
      	 	
              (a)

            	
              at
                any time, in relation to an Ancillary Lender and an Ancillary Facility
                the
                aggregate of the equivalents (as calculated by that Ancillary Lender)
                in
                the Base Currency of the following amounts outstanding under that
                Ancillary Facility then in force:

            


    

     

    
      	 	
              (i)

            	
              the
                principal amount under each overdraft facility and on demand short
                term
                loan facility (net of any credit balances on any account of any Borrower
                of an Ancillary Facility with the Ancillary Lender making available
                that
                Ancillary Facility to the extent that such credit balance is freely
                available to be set off by that Ancillary Lender against liabilities
                owed
                to it by that Borrower under that Ancillary Facility and excluding
                any
                liability in respect of amounts of interest, fees and similar charges)
                (ignoring for this purpose, where agreed by the Ancillary Lender,
                any
                liability in respect of BACS
                facilities);

            


    

     

    
      	 	
              (ii)

            	
              the
                face amount of each guarantee, bond and letter of credit under that
                Ancillary Facility (to the extent not repaid or prepaid and net of
                any
                cash cover and otherwise as reduced in accordance with its terms
                and by
                calls thereon which have been satisfied and excluding any liability
                in
                respect of amounts of interest, fees and similar charges);
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                amount fairly representing the aggregate exposure (excluding any
                liability
                in respect of amounts of interest, fees and similar charges) of that
                Ancillary Lender under each other type of accommodation provided
                under
                that Ancillary Facility; and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to a Fronting Ancillary Lender and Fronted Ancillary Lender
                and a
                Fronted Ancillary Facility, the aggregate of the amounts (in the
                Base
                Currency as calculated by the relevant Fronting Ancillary Lender)
                outstanding as referred to in paragraphs (a)(i), (a)(ii) and (a)(iii)
                above (where, for this purpose, references in paragraph (a) above to
                Ancillary Lender and Ancillary Facility shall be read as references
                to
                Fronting Ancillary Lender and Fronted Ancillary Lender and Fronted
                Ancillary Facility respectively) under that Fronted Ancillary
                Facility,

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    in
      each
      case as determined by such Ancillary Lender or Fronting Ancillary Lender in
      accordance with the relevant Ancillary Document or Fronted Ancillary Document
      (as the case may be) or normal banking practice.

     

    "Anti-Terrorism
      Laws"
      means
      the Executive Order, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money
      Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act,
      the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the
      Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), any other law or
      regulation administered by OFAC, and any similar law enacted in the United
      States after the date of this Agreement.

     

    "Approved Bank"
      means:

     

    
      	 	
              (a)

            	
              a
                Lender;

            


    

     

    
      	 	
              (b)

            	
              First
                International Bank of Israel, United Mizrahi Bank, Bank Hapoalim
                and Bank
                Leumi in the context of the operation of the Israeli part of the
                Group's
                business only;

            


    

     

    
      	 	
              (c)

            	
              any
                bank or financial institution which has a rating for its long-term
                debt
                obligations of A or higher by Standard & Poor's Rating Services or
                Fitch Ratings Ltd or Aa1 or higher by Moody's Investor Service Limited
                or
                a comparable rating from an internationally recognised credit rating
                agency; or

            


    

     

    
      	 	
              (d)

            	
              any
                other bank or financial institution approved by the Facility Agent
                (acting
                reasonably).

            


    

     

    "Auditors"
      means
      one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche
      (or any amalgamation of the same or their successors) or such other firm of
      international repute approved by the Facility Agent (acting
      reasonably).

     

    "Authorisation"
      means
      an authorisation, consent, approval, resolution, licence, exemption, filing,
      notarisation or registration.

     

    "Availability Period"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to each Term Facility (other than the Uncommitted Acquisition
                Facility), the period from and including the date of this Agreement
                to and
                including the earlier of:

            


    

     

    
      	 	
              (i)

            	
              the
                date on which the Scheme lapses or is
                withdrawn;

            


    

     

    
      	 	
              (ii)

            	
              15 days
                after Closing; and

            


    

     

    
      	 	
              (iii)

            	
              27
                February 2009;

            


    

     

    
      	 	
              (b)

            	
              in
                relation to the Revolving Facility (other than the Acquisition Sub-Limit),
                the period from and including Closing to and including the date falling
                one Month prior to the Termination Date in respect of the Revolving
                Facility;

            


    

     

    
      	 	
              (c)

            	
              in
                relation to the Acquisition Sub-Limit, the period from and including
                Closing to and including the Conversion Date;
                and

            


    

     

    
      	 	
              (d)

            	
              in
                relation to the Uncommitted Acquisition Facility, the period from
                and
                including the date of this Agreement to and including the date falling
                48
                Months from Closing but subject at all times to the relevant Acquisition
                Facility Lenders agreeing to make any Acquisition Facility Loan(s)
                available in accordance with Clause 11
                (Uncommitted
                Acquisition Facility).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    "Available
      Amount"
      has the
      meaning given to that term in Clause 29.37
      (Baskets).

     

    "Available
      Commitment"
      means,
      in relation to a Facility, a Lender's Commitment under that Facility minus
      (subject to Clause 10.9
      (Affiliates
      of Lenders as Ancillary Lenders, Fronting Ancillary Lenders or Fronted Ancillary
      Lenders)
      and as
      set out below):

     

    
      	 	
              (a)

            	
              the
                Base Currency Amount of its participation in any outstanding Utilisations
                under that Facility and, in the case of the Revolving Facility only,
                the
                Base Currency Amount of the aggregate of its Ancillary Commitments,
                Fronting Ancillary Commitments and Fronted Ancillary Commitments;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any proposed Utilisation, the Base Currency Amount of
                its
                participation in any other Utilisations that are due to be made under
                that
                Facility on or before the proposed Utilisation Date and, in the case
                of
                the Revolving Facility only, the Base Currency Amount
                of:

            


    

     

    
      	 	
              (A)

            	
              its
                Ancillary Commitment in relation to any new Ancillary Facility; or
                

            


    

     

    
      	 	
              (B)

            	
              its
                Fronting Ancillary Commitment or Fronted Ancillary Commitment (as
                the case
                may be) in relation to any new Fronted Ancillary
                Facility,

            


    

     

    in
      each
      case due to be made available on or before the proposed Utilisation
      Date.

     

    For
      the
      purposes of calculating a Lender's Available Commitment in relation to any
      proposed Utilisation under the Revolving Facility only, the following amounts
      shall not be deducted from a Lender's Commitment under that
      Facility:

     

    
      	 	
              (i)

            	
              that
                Lender's participation in any Revolving Facility Utilisations that
                are due
                to be repaid or prepaid on or before the proposed Utilisation Date;
                and

            


    

     

    
      	 	
              (ii)

            	
              that
                Lender's (or its Affiliate's) Ancillary Commitments, Fronting Ancillary
                Commitments and/or Fronted Ancillary Commitments to the extent that
                they
                are due to be reduced or cancelled on or before the proposed Utilisation
                Date.

            


    

     

    "Available
      Facility"
      means,
      in relation to a Facility, the aggregate for the time being of each Lender's
      Available Commitment in respect of that Facility.

     

    "Base
      Case Model"
      means
      the financial model including profit and loss, balance sheet and cashflow
      projections in the agreed form relating to the Group (for these purposes
      assuming completion of the Acquisition).

     

    "Base
      Currency"
      means
      dollars.

     

    "Base
      Currency Amount"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to a Utilisation, the amount specified in the Utilisation
                Request
                delivered by a Borrower for that Utilisation (or, in the case of
                a
                utilisation under the Revolving Facility (or, to the extent available
                in
                other currencies, the Uncommitted Acquisition Facility), if the amount
                requested is not denominated in the Base Currency, that amount converted
                into the Base Currency at the Facility Agent's Spot Rate of Exchange
                on
                the date which is three Business Days before the Utilisation Date
                or, if
                later, on the date the Facility Agent receives the Utilisation Request
                in
                accordance with the terms of this Agreement) and, in the case of
                a Letter
                of Credit, as adjusted under Clause 6.7
                (Revaluation
                of Letters of Credit)
                at annual intervals; and

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              in
                relation to an Ancillary Commitment, a Fronting Ancillary Commitment
                or a
                Fronted Ancillary Commitment, the amount specified as such in the
                notice
                delivered to the Facility Agent by the Company pursuant to Clause
                10.2
                (Availability)
                (or, if the amount specified is not denominated in the Base Currency,
                that
                amount converted into the Base Currency at the Facility Agent's Spot
                Rate
                of Exchange on the date which is three Business Days before the Ancillary
                Commencement Date for that Ancillary Facility or Fronted Ancillary
                Facility or, if later, the date the Facility Agent receives the notice
                of
                the Ancillary Commitment, Fronting Ancillary Commitment or Fronted
                Ancillary Commitment in accordance with the terms of this
                Agreement),

            


    

     

    as
      adjusted to reflect any repayment, prepayment, consolidation or division of
      a
      Utilisation, or (as the case may be) cancellation or reduction of an Ancillary
      Facility or Fronted Ancillary Facility.

     

    "Big
      Four Accountants"
      means
      PricewaterhouseCoopers, Ernst & Young, KPMG and Deloitte & Touche or
      another accountant of international repute approved by the Facility Agent
      (acting reasonably).

     

    "Blocked
      Account"
      means
      the Group Blocked Account or the Lender Blocked Account.

     

    "Board"
      means
      the Board of Governors of the Federal Reserve System of the United States (or
      any successor thereto).

     

    "Borrower"
      means
      an Original Borrower or an Additional Borrower unless it has ceased to be a
      Borrower in accordance with Clause 32
      (Changes
      to the Obligors)
      and, in
      respect of an Ancillary Facility or a Fronted Ancillary Facility only, any
      Affiliate of a Borrower that becomes a borrower of that Ancillary Facility
      or
      Fronted Ancillary Facility with the approval of the relevant Lender pursuant
      to
      the provisions of Clause 10.10
      (Affiliates
      of Borrowers).

     

    "Borrowings"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Break
      Costs"
      means
      the amount (if any) by which:

     

    
      	 	
              (a)

            	
              the
                interest (but, for the avoidance of doubt, excluding any Margin and
                any
                Mandatory Cost) which a Lender should have received for the period
                from
                the date of receipt of all or any part of its participation in a
                Loan or
                Unpaid Sum to the last day of the current Interest Period in respect
                of
                that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received
                been paid on the last day of that Interest
                Period;

            


    

     

    exceeds:

     

    
      	 	
              (b)

            	
              the
                amount which that Lender would be able to obtain by placing an amount
                equal to the principal amount or Unpaid Sum received by it on deposit
                with
                a leading bank in the Relevant Interbank Market for a period starting
                on
                the Business Day following receipt or recovery and ending on the
                last day
                of the current Interest Period.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    "Budget"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to the period beginning from Closing to 30 June 2009,
                the Base Case Model to be delivered by the Company to the Facility
                Agent
                pursuant to Clause 4.1
                (Initial
                conditions precedent);
                and 

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any other period, any budget delivered by the Parent
                to the
                Facility Agent in respect of that period pursuant to paragraph (a)
                of
                Clause 27.4
                (Budget).
                

            


    

     

    "Business
      Day"
      means a
      day (other than a Saturday or Sunday) on which banks are open for general
      business in London and New York, and:

     

    
      	 	
              (a)

            	
              (in
                relation to any date for payment or purchase of a currency other
                than
                euro) the principal financial centre of the country of that currency;
                or

            


    

     

    
      	 	
              (b)

            	
              (in
                relation to any date for payment or purchase of euro) any TARGET
                Day.

            


    

     

    "Capital
      Expenditure"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Capital
      Reduction"
      has the
      meaning given to it in Clause 3.1
      (Purpose).

     

    "Capital
      Reduction Documents"
      means
      the documents relating to the Capital Reduction.

     

    "Cash"
      means
      cash in hand (or in transit or in tills or payments made by cheques or debit
      cards or credit cards which are yet to be received in cleared funds) and credit
      balances or amounts on deposit with an Approved Bank which are freely
      transferable and freely convertible and accessible by a member of the Group
      within 90 days or held in a blocked account and not subject to any Security
      (other than one arising under the Transaction Security Documents).

     

    "Cash
      Equivalent Investments"
      means
      at any time:

     

    
      	 	
              (a)

            	
              certificates
                of deposit maturing within one year after the relevant date of calculation
                and issued by an Approved Bank;

            


    

     

    
      	 	
              (b)

            	
              any
                investment in marketable debt obligations issued or guaranteed by
                the
                government of the United States of America, the United Kingdom, any
                member
                state of the European Economic Area or any Participating Member State
                or
                by an instrumentality or agency of any of them having an equivalent
                credit
                rating which:

            


    

     

    
      	 	
              (i)

            	
              matures
                within one year after the relevant date of calculation;
                and

            


    

     

    
      	 	
              (ii)

            	
              is
                not convertible or exchangeable to any other
                security;

            


    

     

    
      	 	
              (c)

            	
              debt
                securities maturing within one year after the relevant date of calculation
                which are not convertible into any other security, are rated either
                A-1 or
                higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or
                P-1 or higher by Moody's Investor Service Limited (or, if no rating
                is
                available in respect of the debt securities, the issue of which has,
                in
                respect of its long-term debt obligations, an equivalent
                rating);

            


    

     

    
      	 	
              (d)

            	
              open
                market commercial paper not convertible or exchangeable to any other
                security:

            


    

     

    
      	 	
              (i)

            	
              for
                which a recognised trading market
                exists;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              issued
                by an issuer incorporated in the United States of America, the United
                Kingdom, any member state of the European Economic Area or any
                Participating Member State;

            


    

     

    
      	 	
              (iii)

            	
              which
                matures within one year after the relevant date of calculation;
                and

            


    

     

    
      	 	
              (iv)

            	
              which
                has a credit rating of either A-1 or higher by Standard & Poor's
                Rating Services or Fitch Ratings Ltd or P-1 or higher by Moody's
                Investor
                Service Limited, or, if no rating is available in respect of the
                commercial paper, the issuer of which has, in respect of its long-term
                unsecured and non-credit enhanced debt obligations, an equivalent
                rating;

            


    

     

    
      	 	
              (e)

            	
              bills
                of exchange issued in the United States of America, the United Kingdom,
                any member state of the European Economic Area or any Participating
                Member
                State eligible for rediscount at the relevant central bank and accepted
                by
                an Approved Bank (or any dematerialised
                equivalent);

            


    

     

    
      	 	
              (f)

            	
              any
                investment in money market funds accessible within 90 days
                which:

            


    

     

    
      	 	
              (i)

            	
              have
                a credit rating of either A-1 or higher by Standard & Poor's Rating
                Services or Fitch Rating Ltd or P-1 or higher by Moody's Investor
                Service
                Limited; and

            


    

     

    
      	 	
              (ii)

            	
              invest
                substantially all their assets in securities of the types described
                in
                paragraphs (a) to (e) above; or

            


    

     

    
      	 	
              (g)

            	
              any
                other debt security approved by the Majority
                Lenders,

            


    

     

    in
      each
      case which if realised in Cash would be freely transferable and freely
      convertible and accessible by a member of the Group within 90 days and to which
      any member of the Group is beneficially entitled at that time and which is
      not
      issued or guaranteed by any member of the Group or subject to any Security
      (other than Security which falls within paragraph (a) of the definition of
      Permitted Security and Security arising under the Transaction Security
      Documents).

     

    "Cashflow
      Cover"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Cash
      Overfunding"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Castup
      Acquisition"
      means
      the acquisition by NDS Americas Inc. of Castup Inc. by way of merger with a
      subsidiary of NDS Americas Inc. on 22 August 2007.

     

    "Certain Funds Default"
      means:

     

    
      	 	
              (a)

            	
              insofar
                only as the following Events of Default relate to the Company, any
                circumstance constituting an Event of Default under any of the following:
                Clause 30.1
                (Non-payment),
                Clause 30.3
                (Other
                obligations)
                (but only so far as that Event of Default arises from a breach of
                a
                Certain Funds Undertaking), Clause 30.4
                (Misrepresentation)
                (but only so far as that Event of Default arises from a misrepresentation
                under a Certain Funds Representation), Clause 30.6
                (Insolvency),
                Clause 30.7
                (Insolvency
                Proceedings),
                Clause 30.8
                (Creditors'
                Process),
                Clause 30.9
                (Unlawfulness
                and Invalidity)
                or Clause 30.13
                (Repudiation
                and Rescission of Agreements);
                or

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              insofar
                only as the following Events of Default relate to the Parent, any
                circumstance constituting an Event of Default under Clause 30.4
                (Misrepresentation)
                (but only so far as that Event of Default arises from a misrepresentation
                under Clause 26.3
                (Binding
                obligations)
                in respect only of the Transaction Security Documents to which the
                Parent
                is a Party), Clause 30.6
                (Insolvency),
                Clause 30.7
                (Insolvency
                Proceedings),
                Clause 30.8
                (Creditors'
                Process)
                or Clause 30.13
                (Repudiation
                and Rescission of Agreements).

            


    

     

    "Certain
      Funds Period"
      means:

     

    
      	 	
              (a)

            	
              in
                respect of a Term Facility (other than the Uncommitted Acquisition
                Facility), the period from and including the date of this Agreement
                to and
                including the last day of its Availability Period;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                respect of the Revolving Facility, from (and including) the date
                of this
                Agreement until (and including) the date falling 15 days after
                Closing.

            


    

     

    "Certain
      Funds Representations"
      means
      the Representations set out in Clause 26.2
      (Status),
      Clause 26.3
      (Binding
      obligations),
      Clause
26.4
      (Non-conflict
      with other obligations),
      Clause
26.5
      (Power
      and authority),
      Clause 26.7
      (Validity
      and admissibility in evidence),
      Clause 26.14
      (Scheme
      Documents and other documents)
      and
      Clause 26.20
      (Holding
      Companies)
      in each
      case in respect of the Company only.

     

    "Certain
      Funds Undertakings"
      means,
      in relation to the Company only the undertakings set out in
      Clause 29.5
      (Merger),
      Clause 29.7
      (Acquisitions),
      Clause 29.8
      (Joint
      ventures),
      Clause 29.11
      (Pari
      passu ranking),
      Clause 29.12
      (Negative
      pledge),
      Clause 29.13
      (Disposals),
      Clause 29.16
      (Loans
      or credit),
      Clause 29.17
      (No
      Guarantees or indemnities),
      Clause 29.18
      (Dividends
      and share redemption),
      Clause 29.20
      (Financial
      Indebtedness)
      and
      Clause 29.34
      (Takeover
      undertakings).

     

    "Change
      of Control"
      means:

     

    
      	 	
              (a)

            	
              prior
                to an IPO of the Parent or any direct or indirect holding company
                of the
                Parent (excluding the Investors or any Holding Company of the
                Investors):

            


    

     

    
      	 	
              (i)

            	
              the
                Investors and the managers (the "Controllers")
                cease to hold (directly or indirectly) more than 50 per cent. of
                the
                issued share capital of the Parent having the right to cast more
                than 50
                per cent. of the votes capable of being cast in general meetings
                of the
                Parent, or the right to determine the composition of the majority
                of the
                board of directors or equivalent body of the Parent;
                or

            


    

     

    
      	 	
              (ii)

            	
              Newton
                ceases to hold (directly or indirectly) at least 30 per cent. of
                the
                issued share capital having the right to cast votes in general meetings
                of
                the Parent; or

            


    

     

    
      	 	
              (b)

            	
              following
                an IPO of the Parent or any direct or indirect holding company of
                the
                Parent (excluding the Investors or any Holding Company of the
                Investors):

            


    

     

    
      	 	
              (i)

            	
              Newton
                ceases to hold (directly or indirectly) at least 30 per cent. of
                the
                issued share capital having the right to cast votes in general meetings
                of
                the Parent; or

            


    

     

    
      	 	
              (ii)

            	
              any
                person (or persons acting in concert) other than the Investors holds
                directly or indirectly, more of the voting shares in the Parent than
                Newton, whereby "acting
                in concert"
                means a group of persons who, pursuant to an agreement or understanding
                (whether formal or informal), actively co-operate, to obtain or
                consolidate control of the Parent.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    "Charged
      Property"
      means
      all of the assets of the Obligors, the Vendor Loan Note Holder and the VLN
      Security Trustee which from time to time are, or are expressed to be, the
      subject of the Transaction Security.

     

    "Chief
      Financial Officer"
      means
      the chief financial officer or the finance director (or other officer fulfilling
      such role in the chief financial officer's or finance director's absence) from
      time to time of the Parent or, as the case may be, the Company (as the context
      requires).

     

    "Clean-Up
      Date"
      means
      the last day of the relevant Clean-Up Period.

     

    "Clean-Up
      Default"
      means
      any Default or any Event of Default subsisting on or arising after Closing
      but
      prior to expiry of the Clean-Up-Period to the extent that it (or any
      representation or undertaking relating thereto) relates to a member of the
      Group
      (other than the Company) or, in the case of a Permitted Acquisition, the target
      of that acquisition and its subsidiaries only (or any obligation to procure
      or
      ensure in relation to a member of the Group (other than the Company) or the
      target of that acquisition and its subsidiaries only) provided
      that:

     

    
      	 	
              (a)

            	
              no
                Material Adverse Effect has occurred as a result of the occurrence
                of that
                Clean-Up Default;

            


    

     

    
      	 	
              (b)

            	
              that
                Clean-Up Default has not been knowingly procured or approved by any
                of the
                Parent or the Company;

            


    

     

    
      	 	
              (c)

            	
              that
                Clean-Up Default does not exist immediately following the Clean-Up
                Date;

            


    

     

    
      	 	
              (d)

            	
              that
                Clean-Up Default is capable of being remedied and reasonable steps
                are
                being taken to remedy it; and

            


    

     

    
      	 	
              (e)

            	
              that
                Clean-Up Default is not a breach of Clause 29.36
                (Conditions
                subsequent).

            


    

     

    "Clean-Up
      Period"
      means,
      in respect of the Acquisition, the period from Closing to the date falling
      90
      days thereafter and, in respect of any Permitted Acquisition, the period of
      90
      days from closing of that Permitted Acquisition.

     

    "Closing"
      means
      the date of first Utilisation of the Term Facilities.

     

    "Closing
      Obligor"
      means
      the Parent and each company incorporated in the United Kingdom which is listed
      as a Guarantor (and marked as a "Closing
      Obligor")
      in
      paragraph 5 of Schedule 13 (Security
      Principles).

     

    "Commitment"
      means a
      Facility A Commitment, a Facility B Commitment, a Facility C Commitment, a
      Revolving Facility Commitment or an Acquisition Facility Commitment (to the
      extent made available under Clause 11 (Uncommitted
      Acquisition Facility).

     

    "Company
      New Equity"
      means
      any Parent Subordinated Debt or Parent New Equity used by the Parent to
      subscribe for shares in the Company or any other form of equity contribution
      by
      the Parent to the Company.

     

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    "Company
      Subordinated Debt"
      means:

     

    
      	 	
              (a)

            	
              any
                loans by the Parent not funded by a member of the Group (other than
                the
                Parent) to an Obligor where:

            


    

     

    
      	 	
              (i)

            	
              such
                loan is subordinated as Structural Debt to the Facilities and the
                Mezzanine Facility on the terms of the Intercreditor Agreement (including
                for the avoidance of doubt the loan from the Parent to the Company
                referred to in Step 17 of the Structure Memorandum);
                or

            


    

     

    
      	 	
              (ii)

            	
              such
                loan is subordinated to the Facilities and the Mezzanine Facility
                on terms
                otherwise reasonably acceptable to the Facility Agent (acting reasonably);
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other loans by the Parent not funded by a member of the Group (other
                than
                the Parent) to a member of the Group where such loan is subordinated
                to
                the Facilities and the Mezzanine Facility on terms reasonably acceptable
                to the Facility Agent (acting
                reasonably).

            


    

     

    "Compliance
      Certificate"
      means a
      certificate substantially in the form set out in Schedule 8 (Form
      of Compliance Certificate).

     

    "Confidentiality
      Agreements"
      means:

     

    
      	 	
              (a)

            	
              the
                confidentiality agreement entered into between J.P. Morgan plc and
                NDS
                Group plc dated 4 April 2008, as amended by an amendment letter dated
                22
                April 2008; and

            


    

     

    
      	 	
              (b)

            	
              the
                confidentiality agreement entered into between Morgan Stanley Bank
                International Limited and NDS Group plc dated 18 March
                2008.

            


    

     

    "Confidentiality
      Undertaking"
      means:

     

    
      	 	
              (a)

            	
              prior
                to the Scheme Date, a confidentiality undertaking substantially in
                the
                form agreed between the Arranger and the Company prior to the date
                of this
                Agreement (being the form pursuant to which the relevant potential
                Lender
                agrees to be bound by the terms of the Confidentiality Agreements)
                or in
                any other form agreed between the Company and the Arranger;
                and

            


    

     

    
      	 	
              (b)

            	
              after
                the Scheme Date:

            


    

     

    
      	 	
              (i)

            	
              a
                confidentiality undertaking substantially in the form agreed between
                the
                Arranger and the Company prior to the date of this Agreement or in
                any
                other form agreed between the Company and the Arranger;
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                confidentiality undertaking substantially in the agreed form as set
                out in
                Schedule 9 (LMA
                Form of Confidentiality Undertaking)
                or in any other form agreed between the Company and the Facility
                Agent, in
                each case capable of being relied on by the Company (without requiring
                its
                signature) and not to be amended in any material respect without
                the prior
                written consent of the Company (acting
                reasonably).

            


    

     

    "Consolidated
      Cashflow"
      has the
      meaning given to that term in Clause 28.1 
      (Financial
      definitions).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      EBITDA"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Consolidated
      Net Finance Charges"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Consolidated
      Total Net Debt"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Controlled
      Foreign Corporation"
      has the
      meaning given to it in Section 957 of the Internal Revenue Code.

     

    "Conversion
      Date"
      means
      the date falling three years after Closing.

     

    "Core
      Business"
      means
      the Group's assets and business other than the Non-Core Business.

     

    "Current
      Assets"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Current
      Liabilities"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Debt
      Cover"
      has the
      meaning given to such that in Clause 28.1
      (Financial
      definitions).

     

    "Debt
      Push Down and Reorganisation"
      means a
      reorganisation (including mergers, the sale of assets, transfers or novations
      of
      liabilities, distributions, dividends and settling of intercompany accounts)
      implementing a debt pushdown.

     

    "Declared
      Default"
      means
      an Event of Default in respect of which a notice of acceleration has been served
      pursuant to Clause 30.21
      (Acceleration).

     

    "Default"
      means
      an Event of Default or any event or circumstance specified in Clause
30
      (Events
      of Default)
      which
      (with the expiry of a grace period or the giving of notice specified under
      Clause 30
      (Events
      of Default)),
      would
      be an Event of Default.

     

    "Delegate"
      means
      any delegate, agent, attorney or co-trustee appointed by the Security
      Agent.

     

    "Designated
      Gross Amount"
      has the
      meaning given to that term in Clause 10.2
      (Availability).

     

    "Designated
      Net Amount"
      has the
      meaning given to that term in Clause 10.2
      (Availability).

     

    "Designated
      Person"
      means a
      person or entity:

     

    
      	 	
              (a)

            	
              listed
                in the annex to, or otherwise subject to the provisions of, the Executive
                Order;

            


    

     

    
      	 	
              (b)

            	
              named
                as a "Specially Designated National and Blocked Person" on the most
                current list published by OFAC at its official website or any replacement
                website or other replacement official publication of such list;
                or

            


    

     

    
      	 	
              (c)

            	
              with
                which any Lender is prohibited from dealing or otherwise engaging
                in any
                transaction by any Anti-Terrorism
                Law.

            


    

     

    "Dutch
      Borrower"
      means
      each Borrower incorporated in the Netherlands.

     

    "Dutch
      Civil Code"
      means
      the "Burgerlijk
      Wetboek".

     

    "Dutch
      Guarantor"
      means
      each Guarantor that is incorporated in the Netherlands.

     

    "Dutch
      Obligor"
      means a
      Dutch Borrower or a Dutch Guarantor.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    "Echostar
      Report"
      means
      the memorandum dated 20 June 2008 prepared by Fried Frank relating to the
      Echostar litigation. 

     

    "Employee
      Plan"
      means,
      at any time, an "employee pension benefit plan" as defined in Section 3(2)
      of
      ERISA subject to the provisions of Title IV of ERISA or Section 412 of the
      Internal Revenue Code or Section 302 of ERISA (other than a Multiemployer Plan),
      then or at any time during the previous five years maintained for, or
      contributed to (or to which there is or was an obligation to contribute) on
      behalf of, employees of any Obligor or ERISA Affiliate.

     

    "Environmental
      Claim"
      means
      any claim, proceeding, formal notice or investigation by any person in respect
      of any Environmental Law.

     

    "Environmental
      Law"
      means
      any applicable law or regulation which relates to:

     

    
      	 	
              (a)

            	
              the
                pollution or protection of the
                environment;

            


    

     

    
      	 	
              (b)

            	
              harm
                to or the protection of human
                health;

            


    

     

    
      	 	
              (c)

            	
              the
                conditions of the workplace; or

            


    

     

    
      	 	
              (d)

            	
              any
                emission or substance capable of causing harm to any living organism
                or
                the environment.

            


    

     

    "Environmental
      Permits"
      means
      any permit and other Authorisation and the filing of any notification, report
      or
      assessment required under any Environmental Law for the operation of the
      business of any member of the Group conducted on or from the properties owned
      or
      used by any member of the Group.

     

    "ERISA"
      means
      the United States Employee Retirement Income Security Act of 1974, as
      amended.

     

    "ERISA
      Affiliate",
      with
      respect to any Obligor, means any person that for the purposes of Title IV
      of ERISA is from time to time a member of the controlled group of any Obligor
      or
      under common control with any Obligor within the meaning of Section 414 of
      the Internal Revenue Code.

     

    "ERISA
      Event"
      means
      any of the following events:

     

    
      
        	
              	(a)	
                any
                  reportable event, as defined in Section 4043(c) of ERISA and the
                  regulations promulgated under it, with respect to an Employee Plan
                  as to
                  which the PBGC has not by regulation waived the requirement of
                  Section
                  4043(a) of ERISA that it be notified within thirty days of the
                  occurrence
                  of that event. However, the existence with respect to any Employee
                  Plan of
                  an "accumulated funding deficiency" (as defined in Section 302
                  of ERISA),
                  or, on and after the effectiveness of the Pension Act, a failure
                  to meet
                  the minimum funding standard of Section 412 of the Internal Revenue
                  Code
                  or Section 302 of ERISA, shall be a reportable event for the purposes
                  of
                  this paragraph (a) regardless of the issuance of any
                  waiver;

              


      

    

     

    
      	
            	(b)	
              the
                requirements of subsection (1) of Section 4043(b) of ERISA are met
                with
                respect to a contributing sponsor, as defined in Section 4001(a)(13)
                of
                ERISA, of an Employee Plan and an event described in paragraph (9),
                (10),
                (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
                to
                occur with respect to that Employee Plan within the following 30
                days;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
            	(c)	
              the
                filing under Section 4041(c) of ERISA of a notice of intent to terminate
                any Employee Plan; 

            


    

     

    
      	
            	(d)	
              the
                termination of any Employee Plan under Section 4041(c) of
                ERISA;

            


    

     

    
      	
            	(e)	
              the
                institution of proceedings under Section 4042 of ERISA by the PBGC
                for the
                termination of, or the appointment of a trustee to administer, any
                Employee Plan;

            


    

     

    
      	
            	(f)	
              the
                failure to make a required contribution to any Employee Plan that
                would
                result in the imposition of a lien under the Internal Revenue Code
                or
                ERISA; 

            


    

     

    
      	
            	(g)	
              engagement
                in a non-exempt prohibited transaction within the meaning of Section
                4975
                of the Internal Revenue Code or Section 406 of
                ERISA;

            


    

     

    
      	
            	(h)	
              a
                determination that any Employee Plan is, or is expected to be, in
                at-risk
                status (within the meaning of Section 430(i)(4)(A) of the Internal
                Revenue
                Code or Section 303(1)(y)(A) of ERISA);
                or

            


    

     

    
      	
            	(i)	
              the
                receipt by any Obligor or ERISA Affiliate of any notice, or the receipt
                by
                any Multiemployer Plan from any Obligor or ERISA Affiliate of any
                notice
                that a Multiemployer Plan is, or is expected to be, insolvent or
                in
                reorganization, within the meaning of Title IV of ERISA, or, on and
                after
                the effectiveness of the Pension Act, that a Multiemployer Plan is
                in
                endangered or critical status (within the meaning of Section 305
                of
                ERISA).

            


    

     

    "EURIBOR"
      means,
      in relation to any Loan in euro:

     

    
      	 	
              (a)

            	
              the
                applicable Screen Rate; or

            


    

     

    
      	 	
              (b)

            	
              (if
                no Screen Rate is available for the Interest Period of that Loan)
                the
                arithmetic mean of the rates (rounded upwards to four decimal places)
                as
                supplied to the Facility Agent at its request quoted by the Reference
                Banks to leading banks in the European interbank
                market,

            


    

     

    as
      of the
      Specified Time on the Quotation Day for the offering of deposits in euro for
      a
      period comparable to the Interest Period of the relevant Loan.

     

    "Event
      of Default"
      means
      any event or circumstance specified as such in Clause 30
      (Events
      of Default).

     

    "Excess
      Cashflow"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Executive
      Order"
      means
      the US Executive Order No. 13224 on Blocking Property and Prohibiting
      Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism,
      which came into effect on 24 September 2001, as amended.

     

    "Exit"
      means a
      Change of Control of the Parent or a sale in a single transaction or a series
      of
      related transactions of all or substantially all of the assets or business
      of
      the Group. 

     

    "Expiry
      Date"
      means,
      for a Letter of Credit, the last day of its Term.

     

    "Facility"
      means a
      Term Facility or the Revolving Facility.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    "Facility
      Agent's Spot Rate of Exchange"
      means
      the Facility Agent's spot rate of exchange for the purchase of the relevant
      currency with the Base Currency in the London foreign exchange market at or
      about 11:00 a.m. on a particular day.

     

    "Facility
      A"
      means
      the term loan facility made available under this Agreement as described in
      paragraph (a)(i) of Clause 2.1
      (The
      Facilities).

     

    "Facility
      A Commitment"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to an Original Lender, the amount in the Base Currency set
                opposite its name under the heading "Facility A Commitment" in Part
                II of
                Schedule 1 (The
                Original Parties)
                and the amount of any other Facility A Commitment transferred to
                it under
                this Agreement; and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any other Lender, the amount in the Base Currency of
                any
                Facility A Commitment transferred to it under this
                Agreement,

            


    

     

    to
      the
      extent not cancelled, reduced or transferred by it under this
      Agreement.

     

    "Facility
      A Loan"
      means a
      Loan made or to be made under Facility A or the principal amount outstanding
      for
      the time being of that Loan.

     

    "Facility
      A Repayment Date"
      means
      each of the dates specified in paragraph (a) of Clause 12.1
      (Repayment
      of Term Loans)
      as
      Repayment Dates.

     

    "Facility
      B"
      means
      the term loan facility made available under this Agreement as described in
      paragraph (a)(ii) of Clause 2.1
      (The
      Facilities).

     

    "Facility
      B Commitment"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to an Original Lender, the amount in the Base Currency set
                opposite its name under the heading "Facility B Commitment" in Part
                II of
                Schedule 1 (The
                Original Parties)
                and the amount of any other Facility B Commitment transferred to
                it under
                this Agreement; and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any other Lender, the amount in the Base Currency of
                any
                Facility B Commitment transferred to it under this
                Agreement,

            


    

     

    to
      the
      extent not cancelled, reduced or transferred by it under this
      Agreement.

     

    "Facility
      B Loan"
      means a
      Loan made or to be made under Facility B or the principal amount outstanding
      for
      the time being of that Loan.

     

    "Facility
      B Repayment Date"
      means
      the day which is 7.5 years from Closing.

     

    "Facility
      C"
      means
      the term loan facility made available under this Agreement as described in
      paragraph (a)(iii) of Clause 2.1
      (The
      Facilities).

     

    "Facility
      C Commitment"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to an Original Lender, the amount in the Base Currency set
                opposite its name under the heading "Facility C Commitment" in Part
                II of
                Schedule 1 (The
                Original Parties)
                and the amount of any other Facility C Commitment transferred to
                it under
                this Agreement; and

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              in
                relation to any other Lender, the amount in the Base Currency of
                any
                Facility C Commitment transferred to it under this
                Agreement,

            


    

     

    to
      the
      extent not cancelled, reduced or transferred by it under this
      Agreement.

     

    "Facility
      C Loan"
      means a
      Loan made or to be made under Facility C or the principal amount outstanding
      for
      the time being of that Loan.

     

    "Facility
      C Repayment Date"
      means
      the day which is 8 years after Closing.

     

    "Facility
      Office"
      means
      the office or offices notified by a Lender or the Issuing Bank to the Facility
      Agent in writing on or before the date it becomes a Lender or the Issuing Bank
      (or, following that date, by not less than five Business Days' written notice)
      as the office or offices through which it will perform its obligations under
      this Agreement.

     

    "Fee
      Letter"
      means:

     

    
      	 	
              (a)

            	
              any
                letter or letters dated on or about the date of this Agreement between
                the
                Arranger and the Company (or the Facility Agent and the Company or
                the
                Security Agent and the Company) setting out any of the fees referred
                to in
                Clause 19
                (Fees);
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other agreement setting out fees referred to in Clause 19.4
                (Fees
                payable in respect of Letters of Credit)
                or Clause 19.5
                (Interest,
                commission and fees on Ancillary Facilities and Fronted Ancillary
                Facilities).

            


    

     

    "Finance
      Document"
      means
      this Agreement, any Accession Letter, any Ancillary Document or any Fronted
      Ancillary Document, any Compliance Certificate, any Fee Letter, any Hedging
      Agreement, the Hedging Letter, the Indemnity Letter, the Intercreditor
      Agreement, any Resignation Letter, any Selection Notice, any Transaction
      Security Document, any Utilisation Request, any Withdrawal Notice and any other
      document designated as a "Finance Document" by the Facility Agent and the
      Company.

     

    "Finance
      Party"
      means
      the Facility Agent, the Arranger, the Security Agent, a Lender, the Issuing
      Bank, a Hedge Counterparty, any Ancillary Lender, any Fronting Ancillary Lender
      or any Fronted Ancillary Lender.

     

    "Financial
      and Tax Report"
      means
      the financial and tax report dated 3 July 2008 prepared by
      PricewaterhouseCoopers relating to the Acquisition. 

     

    "Financial
      Indebtedness"
      means
      Borrowings and:

     

    
      	 	
              (a)

            	
              indebtedness
                owed by one member of the Group to another member of the
                Group;

            


    

     

    
      	 	
              (b)

            	
              indebtedness
                arising under the Vendor Documents;

            


    

     

    
      	 	
              (c)

            	
              for
                the purposes of Clause 30.5
                (Cross
                default)
                only, indebtedness arising under derivative transactions (taking
                into
                account only the marked to market value of any net payments);
                and

            


    

     

    
      	 	
              (d)

            	
              indebtedness
                arising under any agreements in relation to Company Subordinated
                Debt or
                Parent Subordinated Debt.

            


    

     

    "Financial
      Quarter"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    "Financial
      Year"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Fraudulent
      Transfer Law"
      means
      any applicable US Bankruptcy Law or any applicable US state fraudulent transfer
      or conveyance law.

     

    "French
      Borrower"
      means a
      Borrower incorporated in France.

     

    "French
      Guarantor"
      means a
      Guarantor incorporated in France.

     

    "French
      Obligor"
      means
      an Obligor incorporated in France.

     

    "Fronted
      Ancillary Commencement Date"
      means,
      in relation to a Fronted Ancillary Facility, the date on which that Fronted
      Ancillary Facility is first made available which date shall be a Business Day
      within the Availability Period for the Revolving Facility.

     

    "Fronted
      Ancillary Commitment"
      means,
      in relation to a Fronted Ancillary Lender and a Fronted Ancillary Facility,
      the
      maximum Base Currency Amount which that Fronted Ancillary Lender has agreed
      (whether or not subject to satisfaction of conditions precedent) to
      counter-indemnify the Fronting Ancillary Lender from time to time under the
      Fronted Ancillary Facility as notified by the Company to the Facility Agent
      pursuant to Clause 10.2
      (Availability)
      to the
      extent that amount is not cancelled or reduced under this Agreement or the
      Fronted Ancillary Documents relating to that Fronted Ancillary
      Facility.

     

    "Fronted
      Ancillary Document"
      means
      each document evidencing the terms of a Fronted Ancillary Facility.

     

    "Fronted
      Ancillary Facility"
      means
      an ancillary facility made available by a Fronting Ancillary Lender and one
      or
      more Fronted Ancillary Lenders in accordance with Clause 10 (Ancillary
      Facilities and Fronted Ancillary Facilities).

     

    "Fronted
      Ancillary Lender"
      means
      each Lender (or Affiliate of a Lender) which participates in a Fronted Ancillary
      Facility in accordance with Clause 10 (Ancillary
      Facilities and Fronted Ancillary Facilities)
      and
      which provides a counter-indemnity in favour of a Fronting Ancillary Lender
      in
      respect of that Fronted Ancillary Facility.

     

    "Fronting
      Ancillary Commitment"
      means,
      in relation to a Fronting Ancillary Lender and a Fronted Ancillary Facility,
      the
      maximum Base Currency Amount of that Fronting Ancillary Lender under that part
      of the Fronted Ancillary Facility for which it is not counter-indemnified by
      Fronted Ancillary Lenders pursuant to paragraph (b) of Clause 10.11
      (Fronted
      Ancillary Commitment Indemnities),
      as
      notified by the Company to the Facility Agent pursuant to
      Clause 10.2
      (Availability)
      to the
      extent that amount is not cancelled or reduced under this Agreement or the
      Fronted Ancillary Documents relating to that Fronted Ancillary
      Facility.

     

    "Fronting
      Ancillary Lender"
      means
      each Lender (or Affiliate of a Lender) which makes available a Fronted Ancillary
      Facility in accordance with Clause 10 (Ancillary
      Facilities and Fronted Ancillary Facilities)
      and
      which is counter-indemnified in respect of part of that Fronted Ancillary
      Facility by one or more Fronted Ancillary Facility Lenders.

     

    "Funds
      Flow Statement"
      means
      the statement delivered pursuant to Part I of Schedule 2 (Conditions
      precedent and Conditions Subsequent)
      showing
      the anticipated flow of funds on Closing relating to the borrowing and lending
      of money pursuant to this Agreement and as otherwise outlined in the Structure
      Memorandum with such amendments or modifications as do not materially and
      adversely affect the interests of the Lenders or which have been made with
      the
      consent of the Majority Lenders (acting reasonably).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    "Further
      Acquisition Facility Lender"
      has the
      meaning given to it in Clause 11.1 (The
      Uncommitted Acquisition Facility).

     

    "Further
      Acquisition Facility Lender Accession Undertaking"
      means a
      document substantially in the form set out in Schedule 15 (Further
      Acquisition Facility Lender Accession Undertaking).

     

    "Gross
      Assets"
      means
      the gross assets of an entity or entities, as the case may be,
      minus:

     

    
      	 	
              (a)

            	
              goodwill;

            


    

     

    
      	 	
              (b)

            	
              acquired
                intellectual property from a person outside the
                Group;

            


    

     

    
      	 	
              (c)

            	
              cash
                upstreamed to the Company pursuant to the Opco Loan Agreements or
                by way
                of distribution, in each case, in connection with the Transaction;
                and

            


    

     

    
      	 	
              (d)

            	
              intra-Group
                eliminations.

            


    

     

    "Group"
      means
      the Parent and each of its Subsidiaries for the time being.

     

    "Group
      Blocked Account"
      has the
      meaning given to it in the Parent Debenture.

     

    "Group
      Structure Chart"
      means a
      group structure chart showing the structure of the Group on consummation of
      the
      Acquisition.

     

    "Guarantor"
      means
      an Original Guarantor or an Additional Guarantor, unless it has ceased to be
      a
      Guarantor in accordance with Clause 32
      (Changes
      to the Obligors).

     

    "Guarantor
      Coverage"
      has the
      meaning given to it in Clause 29.32 (Guarantors).

     

    "Hedge
      Counterparty"
      means a
      Lender, any Affiliate of a Lender or any other financial institution which
      has
      become a party to the Intercreditor Agreement as a "Hedge Counterparty" in
      accordance with the provisions of the Intercreditor Agreement.

     

    "Hedging
      Agreement"
      means
      any master agreement, confirmation, schedule or other agreement entered into
      or
      to be entered into by the Company or any other Borrower and a Hedge Counterparty
      on ISDA standard terms for the purpose of hedging interest rate and currency
      liabilities (i) in relation to the Term Facilities and the Mezzanine Facility
      in
      accordance with the Hedging Letter delivered to the Facility Agent under
      Clause 4.1
      (Initial
      conditions precedent)
      or (ii)
      in relation to any Treasury Transaction permitted by Clause 29.28
      (Treasury
      Transactions).

     

    "Hedging
      Letter"
      means
      the letter dated on or about the date of this Agreement, setting out certain
      matters in relation to hedging of (inter alia) the Term Facilities and the
      Mezzanine Facility.

     

    "Highest
      Lawful Rate"
      means
      the maximum lawful interest rate, if any, that at any time or from time to
      time
      may be contracted for, charged, or received under the laws applicable to any
      Obligor or any Finance Party which are presently in effect or, to the extent
      allowed by law, under such applicable laws which may hereafter be in effect
      and
      which allow a higher maximum non-usurious interest rate than applicable laws
      now
      allow.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    "Holding
      Company"
      means,
      in relation to a company or corporation, any other company or corporation in
      respect of which it is a Subsidiary.

     

    "Hugo
      IP Business"
      means
      the business related to the exploitation of the "Hugo the Troll" intellectual
      property rights.

     

    "IFRS"
      means
      International Accounting Standards within the meaning of IAS Regulation
      1606/2002 to the extent applicable to the relevant financial
      statements.

     

    "Implementation
      Agreement"
      means
      the agreement between the Permira Holdcos, the Parent, the Company, Newton
      and
      Newton Inc. in connection with the Scheme.

     

    "Indemnity
      Letter"
      means
      the indemnity letter dated on or about the date of this Agreement between NDS
      Amerisub, LLC and the Arranger (as the same may be replaced in accordance with
      its terms from time to time).

     

    "Information
      Memorandum"
      means
      the document which at the request of the Company and on its behalf is to be
      prepared in relation to the Transaction describing, among other things, the
      Acquisition, the Group and the financing thereof in the form approved by the
      Company and distributed by the Arranger prior to the Syndication Date in
      connection with the syndication of the Facilities and the Mezzanine
      Facility.

     

    "Intellectual Property"
      means:

     

    
      	 	
              (a)

            	
              any
                patents, trade marks, service marks, designs, business names, copyrights,
                design rights, moral rights, inventions, confidential information,
                knowhow
                and other intellectual property rights and interests, whether registered
                or unregistered; and

            


    

     

    
      	 	
              (b)

            	
              the
                benefit of all applications and rights to use such assets of each
                member
                of the Group.

            


    

     

    "Intercreditor
      Agreement"
      means
      the intercreditor agreement to be entered into between certain parties to this
      Agreement and others including the Lenders, the Hedge Counterparties, the
      lenders under the Mezzanine Facility, the VLN Security Trustee and the Vendor
      Loan Note Holder. 

     

    "Interest"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Interest
      Cover"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Interest
      Income"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Interest
      Payable"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Interest
      Period"
      means,
      in relation to a Loan, each period determined in accordance with
      Clause 17
      (Interest
      Periods)
      and, in
      relation to an Unpaid Sum, each period determined in accordance with
      Clause 16.3
      (Default
      interest).

     

    "Internal
      Revenue Code"
      means
      the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as
      amended from time to time.

     

    "Investors"
      means
      Newton and Permira.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    "IPO"
      means
      an initial public offering of the shares in the Parent, any other member of
      the
      Group or any direct or indirect holding company of the Group (excluding the
      Investors or any Holding Company of the Investors).

     

    "IRS"
      means
      the United States Internal Revenue Service (or any successor thereto).


     

    "Issuing
      Bank"
      means
      each Lender identified above as an Issuing Bank and any other Lender which
      has
      notified the Facility Agent that it has agreed to the Company's request to
      be an
      Issuing Bank pursuant to the terms of this Agreement (and if more than one
      Lender has so agreed, such Lenders shall be referred to, whether acting
      individually or together, as the "Issuing
      Bank")
      provided
      that,
      in
      respect of a Letter of Credit issued or to be issued pursuant to the terms
      of
      this Agreement, the "Issuing Bank" shall be the Issuing Bank which has issued
      or
      agreed to issue that Letter of Credit. 

     

    "ITA"
      means
      the Income Tax Act 2007.

     

    "Joint
      Venture"
      means
      any joint venture entity not being a member of the Group, whether a company,
      unincorporated firm, undertaking, association, joint venture or partnership
      or
      any other entity.

     

    "Joint
      Venture Investment"
      has the
      meaning given to that term in paragraph (a) of the definition of Permitted
      Joint
      Venture.

     

    "Jungo"
      means
      Jungo Limited.

     

    "Jungo
      Business"
      means
      the businesses owned by Jungo and its subsidiaries other than the Jungo Tools
      Business.

     

    "Jungo
      Tools Business"
      means
      the business related to the Jungo software tools for embedded software
      development.

     

    "L/C
      Proportion"
      means
      in relation to a Lender in respect of any Letter of Credit, the proportion
      (expressed as a percentage) borne by that Lender's Available Commitment to
      the
      relevant Available Facility immediately prior to the issue of that Letter of
      Credit, adjusted to reflect any assignment or transfer under this Agreement
      to
      or by that Lender.

     

    "Legal
      Due Diligence Report"
      means
      the legal due diligence report dated 13 June 2008 prepared by Clifford Chance
      LLP relating to the Acquisition. 

     

    "Lender"
      means:

     

    
      	 	
              (a)

            	
              any
                Original Lender;

            


    

     

    
      	 	
              (b)

            	
              any
                bank, financial institution, trust, fund or other entity which has
                become
                a Party in accordance with Clause 31
                (Changes
                to the Lenders);
                and

            


    

     

    
      	 	
              (c)

            	
              in
                relation to the Uncommitted Acquisition Facility, any bank, financial
                institution, trust, fund or other entity which becomes a Lender for
                the
                purpose of making the Uncommitted Acquisition Facility available
                pursuant
                to Clause 11
                (Uncommitted
                Acquisition Facility),
                

            


    

     

    which
      in
      each case has not ceased to be a Party in accordance with the terms of this
      Agreement.

     

    "Lender
      Blocked Account"
      has the
      meaning given to it in the Parent Debenture.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    "Letter
      of Credit"
      means:

     

    
      	 	
              (a)

            	
              a
                letter of credit, substantially in the form set out in Schedule 11
                (Form
                of Letter of Credit)
                or in any other form requested by a Revolving Facility Borrower (or
                the
                Company on its behalf) and agreed by the Facility Agent and the Issuing
                Bank; or

            


    

     

    
      	 	
              (b)

            	
              any
                guarantee, indemnity or other instrument in a form requested by a
                Revolving Facility Borrower (or the Company on its behalf) and agreed
                by
                the Facility Agent and the Issuing
                Bank.

            


    

     

    "LIBOR"
      means,
      in relation to any Loan:

     

    
      	 	
              (a)

            	
              the
                applicable Screen Rate; or

            


    

     

    
      	 	
              (b)

            	
              (if
                no Screen Rate is available for the currency or Interest Period of
                that
                Loan) the arithmetic mean of the rates (rounded upwards to four decimal
                places) as supplied to the Facility Agent at its request quoted by
                the
                Reference Banks to leading banks in the London interbank
                market,

            


    

     

    as
      of the
      Specified Time on the Quotation Day for the offering of deposits in the currency
      of that Loan and for a period comparable to the Interest Period for that
      Loan.

     

    "LMA"
      means
      the Loan Market Association.

     

    "Loan"
      means a
      Term Loan or a Revolving Facility Loan.

     

    "Local
      Facilities"
      means
      current account, overdraft, letter of credit, foreign exchange and SWIFT and
      BACS facilities made available to a member of the Group together with any
      guarantee given by another member of the Group in respect of any Borrowing
      thereunder.

     

    "Major
      Event of Default"
      means
      any circumstance constituting an Event of Default under any of the following:
      Clause 30.1
      (Non-payment)
      insofar
      as it relates to non-payment of principal, interest or fees (in the case of
      fees, being any of those payable under Clause 19.1
      (Commitment
      fee)
      to
      Clause 19.4
      (Fees
      payable in respect of Letters of Credit)
      only),
      Clause 30.7
      (Insolvency
      proceedings),
      Clause 30.8
      (Creditor's
      Process),
      Clause 30.9
      (Unlawfulness
      and Invalidity),
      Clause 30.10
      (Intercreditor
      Agreement),
      Clause 30.11
      (Cessation
      of business),
      Clause 30.12
      (Audit
      qualification)
      or
      Clause 30.13
      (Repudiation
      and Recission of Agreements).

     

    "Majority Lenders"
      means:

     

    
      	 	
              (a)

            	
              (for
                the purposes of paragraph (a) of Clause 42.1
                (Required
                consents)
                in the context of a waiver in relation to a proposed Utilisation
                of a
                Facility (other than a Utilisation on Closing) of the condition in
                Clause 4.2
                (Conditions
                to Utilisation)),
                a Lender or Lenders whose Available Commitments with respect to the
                relevant Facility aggregate at least 662/3
                per cent. of the Available Commitments in respect of the relevant
                Facility; and

            


    

     

    
      	 	
              (b)

            	
              (in
                any other case), a Lender or Lenders whose Commitments aggregate
                at least
                662/3
                per cent. of the Total Commitments (or, if the Total Commitments
                have been
                reduced to zero, aggregate at least 662/3
                per cent. of the Total Commitments immediately prior to that
                reduction).

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    "Management
      Investment Agreement"
      means
      the investment agreement to be entered into on or before the date of the
      Implementation Agreement by the Permira Holdcos, Newton, Newton Inc., the Parent
      and the Management Stockholders (as defined therein) in respect of the
      subscription for shares by the Management Stockholders (as defined therein)
      in
      the Parent.

     

    "Mandatory
      Cost"
      means
      the percentage rate per annum calculated by the Facility Agent in accordance
      with Schedule 4 (Mandatory
      Cost Formulae).

     

    "Mandatory
      Prepayment Account"
      means
      an interest-bearing account:

     

    
      	 	
              (a)

            	
              held
                by a Borrower with the Facility Agent or Security Agent (or its
                Affiliate);

            


    

     

    
      	 	
              (b)

            	
              identified
                in a letter between the Company and the Facility Agent as a Mandatory
                Prepayment Account;

            


    

     

    
      	 	
              (c)

            	
              subject
                to Security in favour of the Security Agent which Security is in
                form and
                substance satisfactory to the Facility Agent and Security Agent;
                and

            


    

     

    
      	 	
              (d)

            	
              from
                which no withdrawals may be made by any members of the Group except
                as
                contemplated by this Agreement,

            


    

     

    as
      the
      same may be redesignated, substituted or replaced from time to
      time.

     

    "Margin"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to any Facility A Loan 3.0 per cent. per
                annum;

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any Facility B Loan 3.5 per cent. per
                annum;

            


    

     

    
      	 	
              (c)

            	
              in
                relation to any Facility C Loan 4.0 per cent. per
                annum;

            


    

     

    
      	 	
              (d)

            	
              in
                relation to any Revolving Facility Loan (including any Acquisition
                Term
                Loan) 3.0 per cent. per annum;

            


    

     

    
      	 	
              (e)

            	
              in
                relation to the Uncommitted Acquisition Facility, such amount as
                is agreed
                between the relevant Borrowers and the Acquisition Facility Lenders,
                provided
                that
                it
                shall not exceed the Margin for Facility
                A;

            


    

     

    
      	 	
              (f)

            	
              in
                relation to any Unpaid Sum relating or referable to a Facility, the
                rate
                per annum specified above for that Facility;
                and

            


    

     

    
      	 	
              (g)

            	
              in
                relation to any other Unpaid Sum, the highest rate specified
                above,

            


    

     

    and
      provided that
      if:

     

    
      	 	
              (i)

            	
              no
                Event of Default has occurred and is
                continuing;

            


    

     

    
      	 	
              (ii)

            	
              a
                period of at least 12 Months has expired since Closing;
                and

            


    

     

    
      	 	
              (iii)

            	
              Debt
                Cover in respect of the most recently completed Relevant Period is
                within
                a range set out below,

            


    

     

    then
      the
      Margin for each Loan under Facility A, Facility B and the Revolving Facility
      will be the percentage per annum set out below in the column for that Facility
      opposite that range:

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              Debt
                Cover

            	 	
              Facility A/Revolving

              Facility Margin

              (% per annum)

            	 	
              Facility B Margin

              (% per annum)

            	 
	
              Equal
                to or greater than 4.75:1

            	 	 	
              3.00

            	 	 	
              3.50

            	 
	 	 	 	 	 	 	 	 
	
              Equal
                to or greater than 4.25:1 but less than 4.75:1

            	 	 	
              2.75

            	 	 	
              3.50

            	 
	 	 	 	 	 	 	 	 
	
              Equal
                to or greater than 3.75:1 but less than 4.25:1

            	 	 	
              2.50

            	 	 	
              3.25

            	 
	 	 	 	 	 	 	 	 
	
              Equal
                to or greater than 3.25:1 but less than 3.75:1

            	 	 	
              2.25

            	 	 	
              As
                above

            	 
	 	 	 	 	 	 	 	 
	
              Less
                than 3.25:1

            	 	 	
              2.00

            	 	 	
              As
                above

            	 


    

     

    However:

     

    
      	 	
              (i)

            	
              any
                increase or decrease in the Margin for a Loan shall take effect on
                the
                date (the "reset
                date")
                falling two Business Days after the date on which the Compliance
                Certificate for that Relevant Period is delivered to the Facility
                Agent
                pursuant to Clause 27.2
                (Provisions
                and contents of Compliance Certificate)
                or, if a variation has not taken effect because an Event of Default
                has
                occurred and is continuing, on the first Business Day on which that
                Event
                of Default ceases to be continuing (provided
                that
                payments to a Lender will only be reduced or increased (as the case
                may
                be) to the extent it was a Lender during the part of that Interest
                Period
                when a lower or higher Margin (as the case may be) should have
                applied);

            


    

     

    
      	 	
              (ii)

            	
              while
                an Event of Default is continuing the Margin for Facility A, Facility
                B
                and the Revolving Facility shall be the highest percentage per annum
                set
                out above for a Loan under that Facility;
                and

            


    

     

    
      	 	
              (iii)

            	
              for
                the purpose of determining the Margin, Debt Cover and Relevant Period
                shall be determined in accordance with Clause 28.1
                (Financial
                definitions).

            


    

     

    "Margin
      Stock"
      means
      margin stock or margin security within the meaning of Regulation U or
      Regulation X of the Board of Governors of the Federal Reserve System of the
      US (or any successor).

     

    "Market
      Disruption Event"
      has the
      meaning given to that term in paragraph (b) of Clause 18.2
      (Market
      disruption).

     

    "Market
      Reports"
      means
      the commercial reports prepared by LEK dated May 6, 2008 and May 14, 2008,
      the
      commercial report prepared by Solon dated 7 July 2008 and the commercial report
      prepared by Spectrum dated 15 May 2008. 

     

    "Master
      Intercompany Agreement"
      means
      the master intercompany agreement dated 22 November 1999 between The News
      Corporation Limited (subsequently reincorporated as Newton) and the
      Parent.

     

    "Material
      Adverse Effect"
      means a
      material adverse effect on:

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                consolidated business, assets or financial condition of the Group
                taken as
                a whole such that the Group taken as a whole would be reasonably
                likely to
                be unable to perform its payment obligations under any of the Finance
                Documents or comply with its obligations under Clause 28
                (Financial
                Covenants);
                or

            


    

     

    
      	 	
              (b)

            	
              subject
                to the Reservations and the Perfection Requirements, the validity
                or
                enforceability of any Security granted pursuant to any of the Finance
                Documents in any way which is materially adverse to the interests
                of the
                Lenders under the Finance Documents taken as a whole, and without
                duplication of any other cure period, if capable of remedy, not remedied
                within 20 Business Days of the Company becoming aware of the issue
                or
                being given notice of the issue by the Facility
                Agent.

            


    

     

    "Material
      Company"
      means,
      at any time:

     

    
      	 	
              (a)

            	
              an
                Obligor; or

            


    

     

    
      	 	
              (b)

            	
              a
                Subsidiary of the Parent which:

            


    

     

    
      	 	
              (i)

            	
              is
                listed in Schedule 12 (Material
                Companies)
                while such Subsidiary satisfies the criteria in paragraph (ii) below;
                or

            


    

     

    
      	 	
              (ii)

            	
              has
                earnings before interest, tax, depreciation and amortisation (calculated
                on the same basis as Consolidated EBITDA, mutatis
                mutandis)
                on an unconsolidated basis representing 5 per cent. or more of
                Consolidated EBITDA and/or has Gross Assets on an unconsolidated
                basis
                representing 5 per cent. or more of the Gross Assets of the Group
                (or
                which is a Holding Company of any such Subsidiary falling within
                this
                paragraph (b) or paragraph (a) above (other than any holding company
                of
                the Parent) that would not otherwise be a Material Company), and
                for these
                purposes:

            


    

     

    
      	
            	(1)	
              compliance
                with the conditions set out in paragraph (b)(ii) shall be determined
                by
                reference to the latest audited consolidated financial statements
                of the
                Group;

            


    

     

    
      	
            	(2)	
              if
                a Subsidiary has been acquired since the date as at which the latest
                audited consolidated financial statements of the Group were prepared,
                the
                financial statements shall be deemed to be adjusted as set out in
                paragraph (d) of Clause 28.3
                (Financial
                testing)
                in order to take into account the acquisition of that Subsidiary;
                and

            


    

     

    
      	
            	(3)	
              a
                report by the Auditors of the Parent that a Subsidiary is or is not
                a
                Material Company shall, in the absence of manifest error, be conclusive
                and binding on all Parties.

            


    

     

    "Mezzanine
      Facility"
      means
      the mezzanine loan facility made available under the Mezzanine Facility
      Agreement.

     

    "Mezzanine
      Facility Agreement"
      means
      the mezzanine facility agreement dated the same date as this Agreement and
      made
      between, among others, the Company as borrower and original guarantor, J.P.
      Morgan Europe Limited as the mezzanine agent, the Arranger as the mezzanine
      arrangers, J.P. Morgan Europe Limited as security agent and the persons named
      in
      that mezzanine facility agreement as lenders.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    "Mezzanine
      Finance Documents"
      means
      the Finance Documents as defined in the Mezzanine Facility
      Agreement.

     

    "Month"
      means a
      period starting on one day in a calendar month and ending on the numerically
      corresponding day in the next calendar month, except that:

     

    
      	 	
              (a)

            	
              (subject
                to paragraph (c) below) if the numerically corresponding day is not
                a
                Business Day, that period shall end on the next Business Day in that
                calendar month in which that period is to end if there is one, or
                if there
                is not, on the immediately preceding Business
                Day;

            


    

     

    
      	 	
              (b)

            	
              if
                there is no numerically corresponding day in the calendar month in
                which
                that period is to end, that period shall end on the last Business
                Day in
                that calendar month; and

            


    

     

    
      	 	
              (c)

            	
              if
                an Interest Period begins on the last Business Day of a calendar
                month,
                that Interest Period shall end on the last Business Day in the calendar
                month in which that Interest Period is to
                end.

            


    

     

    The
      above
      rules will only apply to the last month of any period. "Monthly"
      shall
      be construed accordingly.

     

    "Multiemployer
      Plan"
      means,
      at any time, a multiemployer plan, as defined in Section 4001(a)(3) of
      ERISA, then or at any time during the previous five years maintained for, or
      contributed to (or to which there is or was an obligation to contribute) on
      behalf of, employees of any Obligor or any ERISA Affiliate.

     

    "Multiple
      Employer Plan"
      means a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, that
      (a) is maintained for employees of any Obligor or any ERISA Affiliate and
      at least one person (other than the Obligors and the ERISA Affiliates) or
      (b) was so maintained and in respect of which any Obligor or any ERISA
      Affiliate could have liability under Section 4064 or 4069 of ERISA in the
      event such plan has been or were to be terminated.

     

    "Net
      Debt Service"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Net
      Proceeds"
      means
      the cash proceeds (and if the recipient is not a wholly owned Subsidiary of
      a
      member of the Group the cash proceeds proportionate to the interest held by
      the
      Group in the recipient) of any IPO, disposal, insurance claim or claim under
      the
      Reports or the Structure Memorandum after deducting:

     

    
      	 	
              (a)

            	
              fees,
                costs and expenses incurred by any member of the Group with respect
                to
                that IPO, disposal or claim to persons who are not members of the
                Group
                (including without limitation bonus payments to management of the
                IPO or
                disposed business);

            


    

     

    
      	 	
              (b)

            	
              any
                Tax incurred and required to be paid or reserved for by the seller
                or
                claimant in connection with that disposal or claim (as reasonably
                determined by the seller or claimant) or the transfer of the proceeds
                thereof intra-Group;

            


    

     

    
      	 	
              (c)

            	
              amounts
                retained to cover anticipated liabilities reasonably expected to
                arise in
                connection with the disposal;

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              costs
                of closure, relocation, reorganisation and restructuring, and costs
                incurred preparing the asset for
                disposal;

            


    

     

    
      	 	
              (e)

            	
              amounts
                to be repaid to the entity disposed of in respect of intra-Group
                indebtedness; and

            


    

     

    
      	 	
              (f)

            	
              third
                party debt secured on the assets disposed of which is to be repaid
                out of
                those proceeds.

            


    

     

    For
      the
      purposes of this definition of "Net
      Proceeds",
      references to a disposal shall include an IPO and this definition shall be
      construed accordingly provided that the deduction in paragraph (c) above shall
      not apply in the context of an IPO. 

     

    "Newton"
      means
      News Corporation, a company incorporated in Delaware. 

     

    "Newton
      Inc."
      means
      NDS Holdco, Inc.

     

    "Non-Consenting
      Lender"
      has the
      meaning given to that term in Clause 31.11
      (Replacement
      of Lenders).

     

    "Non-Core
      Business"
      means
      the Orbis Business and the shares in the capital of Orbis and its
      Subsidiaries.

     

    "Non-Obligor"
      means a
      member of the Group which is not an Obligor.

     

    "NT
      Acquisition"
      means
      the acquisition by Orbis of NT Media pursuant to a purchase and sale agreement
      dated 2 September 2005.

     

    "Obligor"
      means a
      Borrower or a Guarantor.

     

    "Obligors'
      Agent"
      means
      the Company, appointed to act on behalf of each Obligor in relation to the
      Finance Documents pursuant to Clause 2.3
      (Obligors'
      Agent).

     

    "OFAC"
      means
      the Office of Foreign Assets Control of the United States Department of the
      Treasury.

     

    "Opco
      Loan Agreements"
      means
      the intercompany loan agreement and discounted loan notes between certain of
      the
      Group's operating companies as lenders and the Company as borrower, as referred
      to in the Structure Memorandum.

     

    "Optional
      Currency"
      in
      relation to a Revolving Facility Utilisation or an Uncommitted Acquisition
      Facility Loan (to the extent agreed with the Acquisition Facility Lenders),
      means Euro, Sterling or any other currency (other than the Base Currency) which
      complies with the conditions set out in Clause 4.3
      (Conditions
      relating to Optional Currencies).

     

    "Orbis"
      means
      Orbis Technology Limited. 

     

    "Orbis
      Business"
      means
      the software technologies business for providing front-end and back-end systems
      for bookmakers.

     

    "Original
      Financial Statements"
      means
      the financial statements for the financial year ended 30 June 2007 relating
      to
      the Group.

     

    "Original
      Obligor"
      means
      an Original Borrower or an Original Guarantor.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    "Panel"
      means
      the Panel on Takeovers and Mergers.

     

    "Parent"
      means
      NDS Group PLC (and following its re-registration as a private company, NDS
      Group
      Limited).

     

    "Parent
      Debenture"
      means
      the debenture between the Parent and Security Agent delivered to the Agent
      pursuant to paragraph 3(b) of Part I of Schedule 2 (Conditions
      precedent and conditions subsequent).

     

    "Parent
      New Equity"
      means
      the proceeds of a subscription for shares in the Parent by an Investor (or
      any
      entity through which that Investor holds its interest in the Parent) or any
      other form of equity contribution to the Parent by an Investor (or any entity
      through which that Investor holds its interest in the Parent).

     

    "Parent
      Subordinated Debt"
      means
      any loans made by an Investor (or any entity through which that Investor holds
      its interest in the Parent) to the Parent:

     

    
      	 	
              (a)

            	
              on
                or before the Scheme Date; or

            


    

     

    
      	 	
              (b)

            	
              subordinated
                to the Facilities and the Mezzanine Facility on terms reasonably
                acceptable to the Facility Agent (acting
                reasonably).

            


    

     

    "Participating
      Member State"
      means
      any member state of the European Communities that adopts or has adopted the
      euro
      as its lawful currency in accordance with legislation of the European Community
      relating to Economic and Monetary Union.

     

    "Party"
      means a
      party to this Agreement.

     

    "PBGC"
      means
      the U.S. Pension Benefit Guaranty Corporation established pursuant to Section
      4002 of ERISA (or any entity succeeding to all or any of its functions under
      ERISA).

     

    "Pension
      Act"
      means
      the United States Pension Protection Act of 2006, as amended.

     

    "Perfection
      Requirements"
      means
      the making or the procuring of the appropriate registrations, filings,
      endorsements, notarisations, stampings and/or notifications of the Transaction
      Security Documents and/or the Transaction Security created thereunder in order
      to perfect the Transaction Security.

     

    "Permira"
      means
      funds and limited partnerships advised by Permira Advisers LLP.

     

    "Permira
      Holdcos"
      has the
      meaning given to that term in the Structure Memorandum.

     

    "Permitted Acquisition"
      means:

     

    
      	 	
              (a)

            	
              an
                acquisition contemplated by Step 4 of Section 3 (Proposed
                investment steps)
                or by Section 5 (Israel
                Reorganisation)
                of the Structure Memorandum or contemplated by the Transaction Documents,
                including the Acquisition;

            


    

     

    
      	 	
              (b)

            	
              an
                acquisition by a member of the Group of an asset sold, leased, transferred
                or otherwise disposed of by another member of the Group in circumstances
                constituting a Permitted Disposal;

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              an
                acquisition by a member of the Group of an asset sold, leased, transferred
                or otherwise disposed of by another member of the Group in circumstances
                constituting a Permitted
                Transaction;

            


    

     

    
      	 	
              (d)

            	
              an
                acquisition of securities which are Cash Equivalent
                Investments;

            


    

     

    
      	 	
              (e)

            	
              the
                acquisition by a member of the Group of the share of another joint
                venture
                partner under the terms of any joint venture agreement existing at
                Closing;

            


    

     

    
      	 	
              (f)

            	
              the
                acquisition of a limited liability partnership or the issued share
                capital
                of a limited liability company (including, in each case, by way of
                formation) which has not traded and has no material liabilities or
                obligations prior to the date of such acquisition;
                

            


    

     

    
      	 	
              (g)

            	
              an
                acquisition (not being an acquisition by the Parent) of (A) more
                than 50
                per cent. of the voting ownership interests in a person (or additional
                ownership interests in a member of the Group), (B) 50 per cent. or
                less of
                the voting ownership interests in a person, provided that as a direct
                result of the acquisition the relevant member of the Group making
                the
                acquisition shall, upon completion of the acquisition, hold more
                than 50
                per cent. of the voting ownership interests in the person the subject
                of
                the acquisition or (C) any business or undertaking, but only
                if:

            


    

     

    
      	 	
              (i)

            	
              no
                Event of Default is continuing on the acquisition contract date for
                the
                acquisition or would occur as a result of the acquisition (other
                than any
                Event of Default which can reasonably be expected to be remedied
                during
                the applicable Clean-Up Period);

            


    

     

    
      	 	
              (ii)

            	
              the
                person, business or undertaking to be acquired to the knowledge of
                the
                Parent has no material contingent liabilities save to the extent
                reflected
                in the Total Purchase Price (as defined in sub-paragraph (iv) below)
                or as indemnified by the relevant vendor or to the extent that they
                will
                be discharged within 6 months of the acquisition closing or adequately
                insured or reserved against in the Group's
                accounts;

            


    

     

    
      	 	
              (iii)

            	
              the
                acquired person, business or undertaking is engaged in a business
                the
                general nature of which is similar or complementary to that carried
                on by
                the Group or a part of the Group;

            


    

     

    
      	 	
              (iv)

            	
              the
                consideration (including associated costs and expenses) for the
                acquisition and any Financial Indebtedness assumed remaining in the
                acquired person (or any such business or undertaking) at the date
                of
                acquisition (the "Purchase
                Price")
                (when aggregated with the consideration (including associated costs
                and
                expenses) for any other Permitted Acquisition under this paragraph
                (g) and
                any Financial Indebtedness assumed remaining in any such acquired
                persons
                or businesses or undertakings at the time of acquisition (the
                "Total
                Purchase Price")
                does not (a) in any financial year of the Parent exceed in aggregate
                $50,000,000 or its equivalent (plus Retained Cash, the proceeds of
                any
                Company Subordinated Debt or Company New Equity) or (b) during the
                life of the Facilities exceed in aggregate $200,000,000 or its equivalent
                (plus Retained Cash, the proceeds of any Company Subordinated Debt
                or
                Company New Equity);

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              in
                the case of any single acquisition where the Purchase Price exceeds
                $30,000,000 (or its equivalent) the Company has provided to the Facility
                Agent projections certified by the Company in a certificate signed
                by the
                Chief Financial Officer of the Company showing calculations (on a
                pro
                forma basis)
                taking account of such acquisition (including cost savings and other
                synergies which the Company (acting reasonably) believes can be obtained
                12 months after the acquisition and excluding acquisition related
                non-recurring costs which, if above $10,000,000, have been verified
                by one
                of the Big Four Accountants) demonstrating that the financial covenants
                in
                Clause 28.2
                (Financial
                condition)
                will be satisfied for the 12 month period following the
                acquisition;

            


    

     

    
      	 	
              (vi)

            	
              the
                acquired person, business or undertaking has earnings before interest,
                tax, depreciation and amortisation (calculated on the same basis
                as
                Consolidated EBITDA, mutatis
                mutandis)
                which are positive for the period of twelve months prior to the
                acquisition (including on a pro
                forma basis
                cost savings and other synergies which the Company (acting reasonably)
                believes can be obtained (as certified by the Company in a certificate
                signed by the Chief Financial Officer of the Company, issued by reference
                to the Company's knowledge with regard to the information reasonably
                available at such time which, if above $10,000,000, have been verified
                by
                one of the Big Four Accountants) within 12 months of the relevant
                acquisition) or if its earnings before interest, tax, depreciation
                and
                amortisation (calculated on the same basis as Consolidated EBITDA,
                mutatis
                mutandis)
                are negative for that period, that negative earnings before interest,
                tax,
                depreciation and amortisation (calculated on the same basis as
                Consolidated EBITDA, mutatis
                mutandis)
                when aggregated with the respective earnings before interest, tax,
                depreciation and amortisation (calculated on the same basis as
                Consolidated EBITDA, mutatis
                mutandis)
                of all other Permitted Acquisitions which had negative earnings before
                interest, tax, depreciation and amortisation (calculated on the same
                basis
                as Consolidated EBITDA, mutatis
                mutandis)
                made during that financial year is no more than $10,000,000 taking
                into
                account pro
                forma cost
                savings and other synergies which the Company (acting reasonably)
                believes
                can be obtained (as
                certified by the Company in a certificate signed by the Chief Financial
                Officer of the Company and as verified by detailed calculations,
                issued by
                reference to the Company's knowledge with regard to the information
                reasonably available at such time which, if above $10,000,000, have
                been
                verified by one of the Big Four Accountants) within 12 months of
                the
                relevant acquisition; 

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA (calculated
                on
                the assumption that the relevant acquisition occurred on the first
                day of
                the Relevant Period expiring on the most recent Quarter Date and
                including
                on a pro
                forma basis
                cost savings and other synergies which the Company (acting reasonably)
                believes can be obtained (as
                certified by the Company in a certificate signed by the Chief Financial
                Officer of the Company and as verified by detailed calculations,
                issued by
                reference to the Company's knowledge with regard to the information
                reasonably available at such time which, if above $10,000,000, have
                been
                verified by one of the Big Four Accountants) within 12 months of the
                relevant acquisition) shall not increase above the lower
                of:

            


    

     

    
      	 	
              (A)

            	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA at Closing;
                and

            


    

     

    
      	 	
              (B)

            	
              the
                higher of:

            


    

     

    
      	
            	(1)	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA existing
                on
                the most recent Quarter Date; and

            


    

     

    
      	
            	(2)	
              the
                covenanted ratio of Consolidated Total Net Debt to Consolidated EBITDA
                for
                such Quarter Date less 10 per cent,

            


    

     

    provided
      that if
      the
      acquisition occurs prior to the first financial undertaking test date, the
      ratio
      of Consolidated Total Net Debt to Consolidated EBITDA to be complied with as
      at
      the first test date shall be used;

     

    
      	 	
              (viii)

            	
              in
                the case of any single acquisition the Purchase Price of which is
                greater
                than $50,000,000 (or its equivalent) the Company has
                commissioned:

            


    

     

    
      	 	
              (A)

            	
              a
                legal due diligence report in respect of such acquisition;
                and

            


    

     

    
      	 	
              (B)

            	
              an
                accountant's due diligence report in respect of such acquisition
                prepared
                by one of the Big Four Accountants,

            


    

     

    and
      the
      Company shall use its reasonable endeavours (i) to procure that the Facility
      Agent, Security Agent and the Lenders may rely on such due diligence reports
      to
      the extent the relevant report provider agrees; and (ii) to deliver such reports
      to the Facility Agent prior to the completion of that acquisition. In any case
      such reports (provided
      that
      the
      relevant hold harmless and reliance terms have been agreed) shall be delivered
      to the Facility Agent within 5 Business Days of completion of that acquisition;
      and

     

    
      	 	
              (ix)

            	
              in
                the case of any single acquisition the Purchase Price of which is
                greater
                than $20,000,000 (or its equivalent) the Company provides to the
                Facility
                Agent a certificate signed by the Chief Financial Officer giving
                calculations showing in reasonable detail that the Parent would have
                remained in compliance with its obligations under the financial covenants
                in Clause 28.2
                (Financial
                condition)
                if such financial covenants were recalculated for the Relevant Period
                ending on the most recent Quarter Date consolidating the financial
                statements of the acquired limited liability person (consolidated
                if it
                has Subsidiaries) or business or undertaking with the financial statements
                of the Group for such period calculated in accordance with the Acquisition
                and Disposal Adjustment,

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    provided
      that sub-paragraphs
      (vii) to (ix) above shall not apply to any such acquisition which is funded
      in
      its entirety by Company New Equity or Company Subordinated Debt (other than
      contributed pursuant to paragraph (e) of Clause 28.3 (Financial
      Testing))
      and
provided
      further that where
      such acquisition is funded by utilisation of the Revolving Facility or the
      Uncommitted Acquisition Facility, the Company shall (prior to the delivery
      of a
      utilisation request in respect of the Revolving Facility or the Uncommitted
      Acquisition Facility or the Acquisition Sub-Limit) deliver to the Facility
      Agent
      a certificate signed by the Chief Financial Officer setting out in reasonable
      detail how the Purchase Price for that acquisition will be funded including
      details of any Company New Equity, Company Subordinated Debt and/or Retained
      Cash being used;

     

    
      	 	
              (h)

            	
              an
                acquisition of shares pursuant to a Permitted Share Issue;
                

            


    

     

    
      	 	
              (i)

            	
              the
                acquisition by the Parent of shares in the Parent;
                and

            


    

     

    
      	 	
              (j)

            	
              an
                acquisition resulting from a Permitted Joint
                Venture,

            


    

     

    provided
      further that
      (other
      than as set out in the foregoing paragraphs (a), (c) to the extent the relevant
      "Permitted Transaction" falls under paragraph (g) of the definition of Permitted
      Transaction, (d), (h) provided the Parent is the acquiring entity and the shares
      acquired are shares in the Company, and (i)), none of the above permissions
      shall apply to the Parent.

     

    "Permitted
      Disposal"
      means
      any sale, lease, licence, transfer or other disposal which is:

     

    
      	 	
              (a)

            	
              of
                trading assets made by any member of the Group in the ordinary course
                of
                trading of the disposing entity;

            


    

     

    
      	 	
              (b)

            	
              of
                any asset by a member of the Group (the "Disposing
                Company")
                to another member of the Group (the "Acquiring
                Company"),
                but if the Disposing Company is a Guarantor, the Acquiring Company
                must be
                a Guarantor and if the Disposing Company had given Security over
                the asset
                the Acquiring Company must, subject to the Security Principles, give
                equivalent Security over the asset and, if the asset being disposed
                of is
                shares owned by a Guarantor, the Acquiring Company must be a Guarantor
                incorporated in the same jurisdiction as the Disposing
                Company;

            


    

     

    
      	 	
              (c)

            	
              of
                any asset (other than shares or businesses) from an Obligor to a
                Non-Obligor provided
                that
                the aggregate amount transferred by all Obligors (net of the value
                of any
                assets transferred from a Non-Obligor to an Obligor) when aggregated
                with
                all Financial Indebtedness under guarantees given under paragraph
                (c) of
                the definition of Permitted Guarantee; Financial Indebtedness under
                arrangements permitted under the proviso in paragraph (j)(A) of the
                definition of Permitted Financial Indebtedness and all outstanding
                loans
                under paragraph (e) of the definition of Permitted Loan does not
                exceed
                $75,000,000 at any time (or its
                equivalent);

            


    

     

    
      	 	
              (d)

            	
              of
                assets (other than shares or businesses) in exchange for other assets
                reasonably comparable or superior as to type or quality for use in
                the
                business within 12 months thereafter and which are subject to Security
                in
                accordance with the Security Principles if the assets that they have
                been
                exchanged for were the subject of Security under the Transaction
                Security
                Documents;

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              of
                Cash or Cash Equivalent Investments or (subject to the terms of the
                Hedging Letter) Permitted Treasury Transactions, in each case in
                exchange
                for Cash or Cash Equivalent Investments or for purposes otherwise
                not
                prohibited under the Finance
                Documents;

            


    

     

    
      	 	
              (f)

            	
              constituted
                by a licence of Intellectual Property in the ordinary course of business
                and, provided
                that
                in
                the case of an exclusive licence, the Intellectual Property is no
                longer
                required for the relevant person's business or
                operations;

            


    

     

    
      	 	
              (g)

            	
              to
                a Joint Venture, to the extent permitted by Clause 29.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (h)

            	
              of
                assets compulsorily acquired by any governmental authority provided
                that
                this does not constitute an Event of
                Default;

            


    

     

    
      	 	
              (i)

            	
              a
                lease or licence of property in the ordinary course of
                business;

            


    

     

    
      	 	
              (j)

            	
              described
                by the Structure Memorandum;

            


    

     

    
      	 	
              (k)

            	
              up
                to $25,000,000 (or its equivalent) by way of sale and leaseback (in
                aggregate for the Group at any
                time);

            


    

     

    
      	 	
              (l)

            	
              arising
                as a result of a Permitted
                Transaction;

            


    

     

    
      	 	
              (m)

            	
              arising
                as a result of any Permitted
                Security;

            


    

     

    
      	 	
              (n)

            	
              of
                receivables on a non-recourse basis in the event of a failure to
                pay;

            


    

     

    
      	 	
              (o)

            	
              of
                assets (other than shares or businesses in any member of the Group)
                which
                are obsolete or which are no longer required for the relevant person's
                business or operations;

            


    

     

    
      	 	
              (p)

            	
              of
                fixed assets in compliance with the provisions of Clause 14.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO);

            


    

     

    
      	 	
              (q)

            	
              of
                all or any part of the Non-Core Business (including by way of
                IPO);

            


    

     

    
      	 	
              (r)

            	
              of
                any asset pursuant to a contractual arrangement existing at
                Closing;

            


    

     

    
      	 	
              (s)

            	
              of
                all or any part of the Jungo Business, the Jungo Tools Business,
                the Hugo
                IP Business and the shares in the capital of Jungo and its Subsidiaries
                (including by way of IPO); 

            


    

     

    
      	 	
              (t)

            	
              of
                assets for cash where the net consideration receivable (when aggregated
                with the net consideration receivable for any other sale, lease,
                licence,
                transfer or other disposal not allowed under the preceding paragraphs
                or
                as a Permitted Transaction) does not exceed $25,000,000 (or its
                equivalent) in any financial year of the Parent;
                or

            


    

     

    
      	 	
              (u)

            	
              pursuant
                to a Permitted Share Issue,

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (e), (h),
      (j),
      (l),
      (m) to
      the extent the relevant "Permitted Security" falls under paragraphs (l) and
      (w)
      of the definition of Permitted Security and insofar as it is permitted for
      the
      Parent, and (u) to the extent the relevant "Permitted Share Issue" falls under
      paragraph (a) of the definition of Permitted Share Issue), none of the above
      permissions shall apply to the Parent.

     

    "Permitted
      Financial Indebtedness"
      means
      indebtedness:

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              arising
                under any of the Finance Documents, Mezzanine Finance Documents,
                Company
                Subordinated Debt, Parent Subordinated Debt, the Vendor Documents,
                the
                intra group loan agreements and the Opco Loan Agreements in each
                case in
                the form delivered as a condition precedent under this Agreement
                or in any
                form permitted under the Intercreditor
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              to
                the extent covered by a Letter of Credit or other letter of credit,
                guarantee or indemnity issued under an Ancillary Facility or Fronted
                Ancillary Facility;

            


    

     

    
      	 	
              (c)

            	
              arising
                under a foreign exchange transaction for spot or forward delivery
                entered
                into in connection with protection against fluctuation in currency
                or
                interest rates and not for investment or speculative
                purposes;

            


    

     

    
      	 	
              (d)

            	
              arising
                under a Permitted Loan, Permitted Guarantee or paragraphs (e) and
                (k) of
                Permitted Transaction;

            


    

     

    
      	 	
              (e)

            	
              of
                any person or in any business or undertaking acquired pursuant to
                a
                Permitted Acquisition which is incurred under arrangements in existence
                at
                the date of such acquisition, but not incurred or the principal amount
                increased (otherwise than by the capitalisation of interest) or its
                maturity date extended in contemplation of, or since, that acquisition,
                and outstanding only for a period of six months following the date
                of
                acquisition;

            


    

     

    
      	 	
              (f)

            	
              under
                finance or capital leases of vehicles, plant, equipment or computers,
                provided
                that
                the aggregate capital value of all such items so leased under outstanding
                leases by members of the Group does not exceed $20,000,000 (or its
                equivalent) at any time;

            


    

     

    
      	 	
              (g)

            	
              raised
                by the issue of redeemable shares which are
                either:

            


    

     

    
      	 	
              (i)

            	
              held
                by another member of the Group (provided if issued by an Obligor,
                held by
                an Obligor);

            


    

     

    
      	 	
              (ii)

            	
              issued
                by the Parent, that do not result in a Change of Control and are
                not
                redeemable at the option of their holder until after the Termination
                Date
                for Facility C; or

            


    

     

    
      	 	
              (iii)

            	
              issued
                by the Parent as part of the
                Transaction;

            


    

     

    
      	 	
              (h)

            	
              factoring
                of receivables on a non-recourse basis in the event of a failure
                to
                pay;

            


    

     

    
      	 	
              (i)

            	
              raised
                under Local Facilities provided that the aggregate amount of that
                indebtedness does not exceed
                $35,000,000;

            


    

     

    
      	 	
              (j)

            	
              arising
                under any cash pooling or management arrangement with an Approved
                Bank in
                the ordinary course of business of its banking arrangements for the
                purpose of netting debit and credit balances subject to paragraph
                (c) of
                the definition of Permitted Guarantee of members of the Group to
                the
                extent that the aggregate of the debit balances of the members of
                the
                Group under such arrangements do not exceed the aggregate of all
                the
                linked balances of the members of the Group under such arrangements
                and
                provided that (A) the aggregate of the debit balances of non-Obligors
                when aggregated with (B) all disposals under paragraph (c) of the
                definition of Permitted Disposal, all Financial Indebtedness under
                guarantees given under paragraph (c) of the definition of Permitted
                Guarantee and all outstanding loans under the paragraph (e) of the
                definition of Permitted Loans does not exceed USD75,000,000 at any
                time;

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              of
                the Group for 90 days after Closing; 

            


    

     

    
      	 	
              (l)

            	
              falling,
                in respect of other Permitted Financial Indebtedness, within paragraph
                (f)
                of the definition of Borrowings;

            


    

     

    
      	 	
              (m)

            	
              arising
                in connection with the deferred consideration payable to the vendors
                and
                the retention payments payable to employees of Castup Israel Limited,
                in
                each case pursuant to the Castup Acquisition up to a maximum aggregate
                amount of $2,400,000;

            


    

     

    
      	 	
              (n)

            	
              arising
                under the earn-out provisions of, or the loan notes issued in connection
                with, the NT Acquisition up to a maximum aggregate amount of £1,400,000;
                and

            


    

     

    
      	 	
              (o)

            	
              not
                permitted by the preceding paragraphs or as a Permitted Transaction
                and
                the outstanding principal amount of which does not exceed $50,000,000
                (or
                its equivalent) in aggregate for the Group at any time, provided
                that no
                such amount shall be owed to the Parent or an Investor (or any entity
                through which that Investor holds its interest in the
                Parent),

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (d) insofar as it is permitted
      for the Parent, (g)(ii), (g)(iii)
      and
      (k))
      none of
      the above permissions shall apply to the Parent.

     

    "Permitted Guarantee"
      means:

     

    
      	 	
              (a)

            	
              any
                guarantee arising under the Finance Documents and the Mezzanine Finance
                Documents;

            


    

     

    
      	 	
              (b)

            	
              a
                guarantee by a member of the Group of the obligations of an
                Obligor;

            


    

     

    
      	 	
              (c)

            	
              a
                guarantee by an Obligor of the obligations of a Non-Obligor provided
                that
                the aggregate amount guaranteed when aggregated with all disposals
                under
                paragraph (c) of the definition of Permitted Disposal, Financial
                Indebtedness under arrangements permitted under the proviso in paragraph
                (j)(A) of the definition of Permitted Financial Indebtedness and
                all
                outstanding loans under paragraph (e) of the definition of Permitted
                Loan
                does not exceed $75,000,000 and a guarantee by a Non-Obligor of another
                Non-Obligor;

            


    

     

    
      	 	
              (d)

            	
              guarantees
                granted by any person, business or undertaking acquired pursuant
                to a
                Permitted Acquisition and existing at the time of such acquisition
                provided
                that
                such guarantees are not increased or extended and are discharged
                within a
                period of 6 months after the date of the
                acquisition;

            


    

     

    
      	 	
              (e)

            	
              guarantees
                of Permitted Treasury Transactions and Permitted
                Transactions;

            


    

     

    
      	 	
              (f)

            	
              guarantees
                to landlords on arm's length terms and in the ordinary course of
                business
                in respect of another member of the Group's liabilities or obligations
                under the relevant lease or in respect of a lease of a property no
                longer
                required for the Group's business;

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              guarantees
                or counter-indemnities in favour of financial institutions which
                have
                guaranteed tax liabilities or rent obligations of a member of the
                Group in
                the ordinary course of business;

            


    

     

    
      	 	
              (h)

            	
              the
                endorsement of negotiable instruments in the ordinary course of
                trade;

            


    

     

    
      	 	
              (i)

            	
              any
                guarantees guaranteeing performance by a member of the Group under
                any
                contract entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              (j)

            	
              any
                guarantee of a Joint Venture to the extent and in the amount permitted
                by
                the undertakings in Clause 29.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (k)

            	
              subject
                where relevant to the restriction in paragraph (c) of this definition
                any
                guarantee by a member of the Group in respect of Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (l)

            	
              any
                guarantee given in respect of the netting or set-off arrangements
                permitted pursuant to paragraph (b) of the definition of Permitted
                Security;

            


    

     

    
      	 	
              (m)

            	
              any
                guarantee granted in connection with a Permitted Disposal in an amount
                not
                exceeding the value of the asset disposed
                of;

            


    

     

    
      	 	
              (n)

            	
              any
                indemnity granted to the trustee of any employee share option or
                unit
                trust scheme;

            


    

     

    
      	 	
              (o)

            	
              any
                guarantee granted in connection with arbitration proceedings not
                otherwise
                being an Event of Default;

            


    

     

    
      	 	
              (p)

            	
              any
                guarantees contemplated in the Base Case
                Model;

            


    

     

    
      	 	
              (q)

            	
              any
                guarantee made in substitution for an extension of credit permitted
                under
                the definition of "Permitted Loan" (other than loans within the category
                set out in paragraph (m) of the definition of "Permitted Loan") to
                the
                extent that the issuer of the relevant guarantee would have been
                entitled
                to make a loan in an equivalent amount under the definition of "Permitted
                Loan" to the person whose obligations are being
                guaranteed;

            


    

     

    
      	 	
              (r)

            	
              a
                guarantee by a member of the Group in respect of obligations of another
                member of the Group which, if it were a loan by that member of the
                Group
                to another member of the Group would constitute a Permitted
                Loan;

            


    

     

    
      	 	
              (s)

            	
              the
                guarantees granted under the Vendor
                Documents;

            


    

     

    
      	 	
              (t)

            	
              a
                guarantee granted by NDS Sweden AB in connection with the retention
                payments payable to employees of Castup Israel Limited pursuant to
                the
                Castup Acquisition up to a maximum amount of
                $1,500,000;

            


    

     

    
      	 	
              (u)

            	
              a
                guarantee granted by the Parent in connection with the earn-out provisions
                of the NT Acquisition up to a maximum amount of £1,400,000;
                and

            


    

     

    
      	 	
              (v)

            	
              any
                guarantee not permitted by the preceding paragraphs or as a Permitted
                Transaction and the outstanding principal amount of which does not
                exceed
                $25,000,000 or its equivalent in aggregate for the Group at any time,
                

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a),
      (e),
      (f), (g), (i),
      (k),
      (n),
      (o),
      (p),
      (q) to the extent the Parent is or would have been permitted to grant the
      relevant extension of credit under the definition of "Permitted Loan" which
      the
      guarantee is a substitution for, (r) to the extent that the "Permitted Loan"
      would be a Permitted Loan applicable to the Parent, (s) and (u)) none of the
      above permissions shall apply to the Parent.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    "Permitted Holding Company Activity"
      means:

     

    
      	 	
              (a)

            	
              activities
                directly consequential to the entry into of the Transaction Documents
                and
                the Stockholders Agreement, the Implementation Agreement and the
                Management Investment Agreement and the entry into of the Transaction
                Documents and the Stockholders Agreement and the Management Investment
                Agreement in each case (other than the Stockholders Agreement and
                the
                Management Investment Agreement) in the form delivered as conditions
                precedent pursuant to Clause 4.1 (Initial
                conditions precedent)
                with such amendments as are permitted under the Finance
                Documents;

            


    

     

    
      	 	
              (b)

            	
              normal
                holding company activities (not otherwise expressly prohibited hereunder),
                including management or administrative services or services expressly
                contemplated by the Transaction Documents or referred to in the definition
                of Permitted Payments as carried on at that
                level;

            


    

     

    
      	 	
              (c)

            	
              any
                Permitted Loans in respect of Permitted Joint
                Ventures;

            


    

     

    
      	 	
              (d)

            	
              any
                Permitted Loans in respect of Permitted Payments (in the case of
                the
                Parent, to the extent so permitted under those
                definitions);

            


    

     

    
      	 	
              (e)

            	
              any
                Financial Indebtedness and/or other liabilities incurred, or guarantees
                given or other transactions specifically contemplated, in each case,
                under
                the Structure Memorandum and/or the Transaction Documents and/or
                specifically permitted under the Finance Documents;
                

            


    

     

    
      	 	
              (f)

            	
              guarantees
                of Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (g)

            	
              the
                provision of any Company Subordinated Debt (in any
                capacity);

            


    

     

    
      	 	
              (h)

            	
              the
                provision of management and administrative services, research and
                development and marketing and the employment and the secondment of
                employees;

            


    

     

    
      	 	
              (i)

            	
              Permitted
                Financial Indebtedness in respect of other Permitted Holding Company
                Activities;

            


    

     

    
      	 	
              (j)

            	
              in
                relation to the Company, normal treasury company activities and Permitted
                Transactions; 

            


    

     

    
      	 	
              (k)

            	
              Permitted
                Payments (in the case of the Parent, to the extent so permitted under
                that
                definition); and

            


    

     

    
      	 	
              (l)

            	
              to
                the extent the activity or payment is funded with moneys which have
                not
                been received in breach of any provision of this Agreement, in relation
                to
                the Parent only (and not, for the avoidance of any doubt, any other
                member
                of the Group), each of the activities described in paragraphs (a)(i)
                to
                (iv) of Clause 29.18 (Dividends
                and share redemption)
                and, subject to the terms of the Intercreditor Agreement, paragraphs
                (a)(i) to (iii) of Clause 29.19 (Subordinated
                Debt),
                in so far as those paragraphs relate to the Vendor Documents or the
                Parent
                Subordinated Debt, and paragraph (a)(iv) of Clause 29.19 (Subordinated
                Debt).

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    provided
      that the
      permissions set out in the foregoing paragraphs (c), (f) and (i) shall not
      apply
      to the Parent except, in the case of paragraph (f), with respect to guarantees
      granted by the Parent under the Finance Documents and the Vendor
      Documents.

     

    "Permitted Joint Venture"
      means:

     

    
      	 	
              (a)

            	
              any
                investment in any person in which the Group (other than the Parent
                directly) holds ownership interests (or following the investment
                will
                hold) ownership interests but is not a member of the Group (including
                any
                investment which results in the incurrence of a liability to such
                person
                as a result of one or more of the transactions described in paragraphs
                (b)(i) to (b)(iii) below) (a "Joint
                Venture Investment")
                pursuant to any agreement existing on the date of this Agreement
                and/or at
                Closing and which has been disclosed to the Facility Agent prior
                to that
                date;

            


    

     

    
      	 	
              (b)

            	
              any
                other Joint Venture Investment (other than by the Parent directly)
                in any
                person carrying out business of a general nature similar or complementary
                to the business of the Group or a part of the Group where the aggregate
                of
                any new liability voluntarily incurred to such joint venture (other
                than
                any existing at Closing) including:

            


    

     

    
      	 	
              (i)

            	
              all
                amounts subscribed for shares in, lent to, or invested in all such
                Joint
                Ventures by any member of the
                Group;

            


    

     

    
      	 	
              (ii)

            	
              the
                contingent liabilities of any member of the Group under any guarantee
                given in respect of the liabilities of any such Joint Venture;
                and

            


    

     

    
      	
            	(iii)	
              the
                book value of any assets transferred by any member of the Group to
                any
                such Joint Venture,

            


    

     

    but
      less
      the aggregate of:

     

    
      	 	
              (iv)

            	
              all
                amounts received by Group members in respect of repayments, redemptions,
                interest or distributions from and Net Proceeds of disposals of assets
                of
                or shares in a Joint Venture; and

            


    

     

    
      	 	
              (v)

            	
              the
                sum of (A) amounts referred to in paragraphs (b)(i), (b)(ii) and
                (b)(iii)
                above incurred after the date of this Agreement minus (B) aggregate
                amounts referred to in paragraph (iv) received from or in respect
                of a
                Joint Venture, in each case in respect of a Joint Venture which has
                become
                a member of the Group,

            


    

     

    does
      not
      exceed $30,000,000 (or its equivalent) over the life of the Facilities (plus
      Retained Cash and the proceeds of any Company Subordinated Debt and Company
      New
      Equity) (other than contributed pursuant to paragraph (e) of
      Clause 28.3
      (Financial
      testing))
      provided
      that
      no
      member of the Group is to incur unlimited liability in respect of its
      involvement in a joint venture (other than in respect of its own default) and
      (as at the time of the Joint Venture Investment) no Event of Default is
      continuing or would result from such investment being made.

     

    "Permitted Loan"
      means:

     

    
      	 	
              (a)

            	
              any
                trade credit extended by any member of the Group to its customers
                on
                normal arm's length commercial terms and in the ordinary course of
                its
                trading activities and any advance payment made in relation to capital
                expenditure in the ordinary course of
                business;

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              a
                loan made to a Joint Venture to the extent and in the amount permitted
                by
                the undertakings in Clause 29.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (c)

            	
              subject
                to the terms of the Intercreditor Agreement, any loan made by a member
                of
                the Group for the purposes of enabling an Obligor to meet its payment
                obligations under the Finance Documents, the Mezzanine Finance Documents
                (to the extent permitted), the Opco Loan Agreements (subject to the
                operation of paragraphs (d) and (e) below), the Vendor Documents,
                the
                Company Subordinated Debt or to facilitate compliance with applicable
                law
                or to make a Permitted Payment; 

            


    

     

    
      	 	
              (d)

            	
              subject
                to Clause 29.42 (Intercompany
                Loan),
                a loan made by an Obligor to another Obligor (provided that in the
                case of
                any loan to the Parent, that loan is a Permitted Payment under paragraph
                (b) of the definition of Permitted Payment) or made by a Non-Obligor
                to
                another member of the Group, provided
                that in
                the event that a Non-Obligor is a creditor in relation to Financial
                Indebtedness made available to any Obligor by it having a value in
                aggregate in excess of $30,000,000 (or its equivalent) (excluding
                for this
                purpose a loan from Jungo to an Obligor where such loan is described
                in
                the Structure Memorandum (as such loan may be replaced or renewed
                to the
                extent required to replace the debtor thereunder from time to time,
                provided that such replacement or renewal does not result in an increase
                to the principal amount of the loan)), when aggregated with any other
                Financial Indebtedness owed by Obligors to Non-Obligors, at any time
                (other than during any applicable Clean Up Period) then such Non-Obligor
                (other than in the case of a loan from Jungo to an Obligor where
                such loan
                is described in the Structure Memorandum (as such loan may be replaced
                or
                renewed to the extent required to replace the debtor thereunder from
                time
                to time, provided that such replacement or renewal does not result
                in an
                increase to the principal amount of the loan)) shall (to the extent
                legally permissible) accede to the Intercreditor Agreement as an
                Intra-Group Lender (as such term is defined in the Intercreditor
                Agreement);

            


    

     

    
      	 	
              (e)

            	
              any
                loan made by an Obligor to a Non-Obligor so long as the aggregate
                amount
                of the Financial Indebtedness under any such loans does not when
                aggregated with all disposals under paragraph (c) of the definition
                of
                Permitted Disposal, Financial Indebtedness under arrangements permitted
                under the proviso in paragraph (j)(A) of the definition of Permitted
                Financial Indebtedness and all Financial Indebtedness under guarantees
                given under paragraph (c) of the definition of Permitted Guarantee,
                exceed
                $75,000,000 (or its equivalent) at any
                time;

            


    

     

    
      	 	
              (f)

            	
              a
                loan made by a member of the Group to an employee or director of
                any
                member of the Group so long as the amount of that loan does not,
                when
                aggregated with the amount of all loans to employees and directors
                by
                members of the Group and all loans permitted under paragraph (g)
                below,
                exceed $20,000,000 (or its equivalent) at any
                time;

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              any
                loans made to an employee share option scheme or unit trust scheme
                or to
                employees for the purpose of participating in any such scheme so
                long as
                the amount of all such loans does not, when aggregated with the amount
                of
                all loans permitted under paragraph (f) above, exceed $20,000,000
                (or its
                equivalent) at any time and any other loans made to such schemes
                to fund
                the acquisition of management equity (together with the purchase
                or
                repayment of any related loans) from departing
                management;

            


    

     

    
      	 	
              (h)

            	
              any
                deferred consideration on Permitted
                Disposals;

            


    

     

    
      	 	
              (i)

            	
              loans
                described in the Structure Memorandum other than any loans to management
                described therein, which must fall within paragraph (f) above in
                order to
                be permitted under this Agreement;

            


    

     

    
      	 	
              (j)

            	
              loans
                which constitute Permitted Financial Indebtedness (except under paragraph
                (c) of that definition);

            


    

     

    
      	 	
              (k)

            	
              the
                loan existing on the date of this Agreement made by NDS Technologies
                France SAS to NDS Denmark A/S in the maximum principal amount of
                DKK82,000,000, provided that no increase, replacement or rollover
                of such
                loan shall be permitted under this paragraph
                (k);

            


    

     

    
      	 	
              (l)

            	
              any
                loan made for the purpose of a Permitted
                Payment;

            


    

     

    
      	 	
              (m)

            	
              loans
                or extensions of credit to the extent the amount thereof would be
                permitted under paragraph (q) of the definition of "Permitted Guarantee"
                if such loans or extensions of credit were made by third parties
                under the
                guarantee of an Obligor; and

            


    

     

    
      	 	
              (n)

            	
              any
                loan (other than a loan made by a member of the Group to another
                member of
                the Group) so long as the aggregate amount of the Financial Indebtedness
                under any such loans does not exceed $5,000,000 (or its equivalent)
                at any
                time,

            


    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (c)
      and (d)
      (in each case) to the extent that loan would fall within the definition of
      Company Subordinated Debt, (f),
      (g),
      (i)
      and (m)
      insofar as it is permitted for the Parent), none of the above permissions shall
      apply to the Parent.

     

    "Permitted Payment"
      means:

     

    
      	 	
              (a)

            	
              a
                payment under the Mezzanine Facility Agreement or a payment by the
                Parent
                in respect of Parent Subordinated Debt or a payment by the Parent
                under
                the Vendor Documents, if and to the extent permitted by the Intercreditor
                Agreement; 

            


    

     

    
      	 	
              (b)

            	
              (i)
                a payment of a dividend by the Company (ii) a loan to the Parent
                (iii) a
                payment of interest on or repayment of principal of Company Subordinated
                Debt or (iv) a reduction of share capital of the Company, provided
                that
                (in each case) (A) it is funded out of Retained Cash; (B) Debt Cover
                is equal to or less than 2.5:1 and (C) no Event of Default is continuing
                or would occur; 

            


    

     

    
      	 	
              (c)

            	
              the
                payment of a dividend to the Company or any of its Subsidiaries;
                

            


    

     

    
      	 	
              (d)

            	
              provided
                that
                no
                Event of Default is continuing the payment of a dividend, a loan
                to the
                Parent, payment of interest on or repayment of principal of any loan
                by
                the Company to the Parent to enable the Parent to make payments of
                reasonably and properly incurred administrative costs, directors
                remuneration and fees, tax and professional fees and regulatory costs
                and
                to fund payment of a monitoring or advisory fee to the Investors
                in an
                annual amount not exceeding $5,000,000 (increasing each year in line
                with
                the Retail Price Index) or as reflected in the Stockholders
                Agreement;

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              provided
                that
                no
                Event of Default is continuing, payments to any of the Investors
                or an
                advisor to the Investors (or to the Parent to enable the Parent to
                make
                such payments to those persons) for corporate finance, M&A and
                transaction advice actually provided to the Group on bona
                fide
                arms' length commercial terms, provided
                further that
                such payment does not exceed 1 per cent. of the enterprise value of
                the relevant transaction;

            


    

     

    
      	 	
              (f)

            	
              payment
                of a dividend or distribution of share premium reserve or redemption,
                repurchase, defeasement, retirement or repayment of its share capital
                by a
                member of the Group (other than the Company) provided
                that
                if
                a member of the Group is not a wholly-owned Subsidiary of its Holding
                Company the dividend or distribution attributable to its minority
                shareholders shall be proportionate to their shareholding;
                

            


    

     

    
      	 	
              (g)

            	
              a
                payment which is a Permitted Transaction;


            


    

     

    
      	 	
              (h)

            	
              a
                payment to departing management or to an employee share option scheme
                or
                unit trust scheme to fund the purchase of any of the management equity
                (together with the purchase or repayment of any related loans) and/or
                to
                make other compensation payments to them;
                and

            


    

     

    
      	 	
              (i)

            	
              to
                the extent it is funded with moneys which have not been received
                in breach
                of any provision of this Agreement, any other payment by the Parent
                provided that such payment is not made to or in respect of another
                member
                of the Group, other than to the extent permitted under the Finance
                Documents,

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a),
      (f),
      (g) insofar as it is permitted for the Parent, (h) and (i)), none of the above
      permissions shall apply to the Parent. 

     

    "Permitted Security"
      means:

     

    
      	 	
              (a)

            	
              any
                lien arising by operation of law or agreement of similar effect and
                in the
                ordinary course of trading and if arising as a result of any default
                or
                omission by any member of the Group, which does not subsist for a
                period
                of more than 60 days;

            


    

     

    
      	 	
              (b)

            	
              any
                netting or set-off arrangement entered into by any member of the
                Group
                which would be permitted pursuant to paragraph (j) of the definition
                of
                Permitted Financial Indebtedness;

            


    

     

    
      	 	
              (c)

            	
              any
                Security or Quasi-Security over or affecting any asset acquired by
                a
                member of the Group after Closing
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                Security or Quasi-Security was not created in contemplation of the
                acquisition of that asset by a member of the
                Group;

            


    

     

    
      	 	
              (ii)

            	
              the
                principal amount secured (otherwise than by a capitalisation of interest)
                has not been increased in contemplation of or since the acquisition
                of
                that asset by a member of the Group;
                and

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              the
                Security or Quasi-Security is removed or discharged within 4 months
                of the
                date of acquisition of such asset;

            


    

     

    
      	 	
              (d)

            	
              any
                Security or Quasi-Security over or affecting any asset of any company
                which becomes a member of the Group after Closing, where the Security
                or
                Quasi-Security is created prior to the date on which that company
                becomes
                a member of the Group; if:

            


    

     

    
      	 	
              (i)

            	
              the
                Security or Quasi-Security was not created in contemplation of the
                acquisition of that company;

            


    

     

    
      	 	
              (ii)

            	
              the
                principal amount secured has not increased (otherwise than by
                capitalisation of interest) in contemplation of or since the acquisition
                of that company; and

            


    

     

    
      	 	
              (iii)

            	
              the
                Security or Quasi-Security is removed or discharged within 4 months
                of
                that company becoming a member of the
                Group;

            


    

     

    
      	 	
              (e)

            	
              any
                Security arising under any retention of title, hire purchase or
                conditional sale arrangement or arrangements having similar effect
                in
                respect of goods supplied to a member of the Group in the ordinary
                course
                of business and (unless disputed in good faith) not arising as a
                result of
                any default or omission by any member of the Group that is continuing
                for
                a period of more than 60 days;

            


    

     

    
      	 	
              (f)

            	
              any
                Security or Quasi-Security (existing as at the date of this Agreement)
                over assets of any member of the Group so long as the Security or
                Quasi-Security is irrevocably removed or discharged by no later than
                90
                days after Closing;

            


    

     

    
      	 	
              (g)

            	
              any
                Security or Quasi-Security arising in connection with a disposal
                which is
                a Permitted Disposal or arising in connection with a Permitted
                Acquisition;

            


    

     

    
      	 	
              (h)

            	
              any
                Security or Quasi-Security arising in connection with a guarantee
                which is
                permitted pursuant to paragraph (i) of the definition of "Permitted
                Guarantee";

            


    

     

    
      	 	
              (i)

            	
              any
                Security or Quasi-Security arising as a consequence of any finance
                lease
                permitted pursuant to paragraph (f) of the definition of "Permitted
                Financial Indebtedness";

            


    

     

    
      	 	
              (j)

            	
              any
                Security under netting or set-off arrangements under treasury transactions
                permitted by the Finance Documents and the Mezzanine Finance Documents
                where the obligations of parties thereunder are calculated by reference
                to
                the net exposure thereunder (but not any netting or set-off relating
                to
                such hedging agreement in respect of collateral or any other security
                exception otherwise permitted
                hereunder);

            


    

     

    
      	 	
              (k)

            	
              any
                Security arising as a result of legal proceedings discharged within
                30
                days or otherwise contested in good faith (and not otherwise constituting
                an Event of Default);

            


    

     

    
      	 	
              (l)

            	
              any
                Transaction Security, including cash collateral to secure obligations
                under the Finance Documents and the Mezzanine Finance Documents,
                the
                Lender Blocked Account and the Group Blocked
                Account;

            


    

     

    
      	 	
              (m)

            	
              any
                Security over any rental deposits in respect of any property leased
                or
                licensed by a member of the Group for the purpose of carrying on
                its
                business;

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

            	
              any
                Security over documents of title and goods as part of a documentary
                credit
                transaction entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              (o)

            	
              any
                Security granted by a Non-Obligor to a financial institution as part
                of
                the arrangements with that institution to provide Local Facilities
                to that
                member of the Group which are Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (p)

            	
              any
                Security over shares in joint ventures to secure obligations to the
                other
                joint venture partners;

            


    

     

    
      	 	
              (q)

            	
              any
                Security over bank accounts or retention rights in favour of the
                account
                holding bank and granted as part of that financial institution's
                standard
                term and conditions;

            


    

     

    
      	 	
              (r)

            	
              any
                Security which does not secure any outstanding actual or contingent
                obligation;

            


    

     

    
      	 	
              (s)

            	
              any
                Security arising by operation of law in respect of taxes being contested
                in good faith in compliance with Clause 29.4
                (Taxation);

            


    

     

    
      	 	
              (t)

            	
              any
                Security granted in favour of creditors pursuant to a reorganisation
                permitted under paragraph (c) of the definition of Permitted Transaction
                or a capital reduction;

            


    

     

    
      	 	
              (u)

            	
              any
                Security contemplated by the Base Case
                Model;

            


    

     

    
      	 	
              (v)

            	
              any
                Security or Quasi-Security granted in favour of a governmental or
                supranational authority in connection with government or supranational
                grants or funding provided to a member of the Group; 

            


    

     

    
      	 	
              (w)

            	
              any
                Security granted under the VLN Debentures or the VLN Pledges;
                and

            


    

     

    
      	 	
              (x)

            	
              any
                Security securing indebtedness the outstanding principal amount of
                which
                (when aggregated with the outstanding principal amount of any other
                indebtedness which has the benefit of Security given by any member
                of the
                Group other than any permitted under the preceding paragraphs does
                not
                exceed $50,000,000 (or its equivalent) at any
                time,

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (g)
      insofar
      as the relevant "Permitted Disposal" or "Permitted Acquisition" is permitted
      for
      the Parent, (h),
      (k),
      (l),
      (q),
      (r),
(s), (v)
      and
      (w)), none of the above permissions shall apply to the Parent.

     

    "Permitted
      Share Issue"
      means
      an issue of:

     

    
      	 	
              (a)

            	
              shares
                by the Parent which are not redeemable at the option of the holder
                before
                the Termination Date of Facility C where such issue does not lead
                to a
                Change of Control of the Parent;

            


    

     

    
      	 	
              (b)

            	
              shares
                by a member of the Group which is a Subsidiary to its immediate Holding
                Company or to another member of the Group or to a minority shareholder
                proportionate to its existing holding where (if the existing shares
                of the
                Subsidiary are the subject of the Transaction Security) the newly-issued
                shares (to the extent held by a member of the Group) also become
                subject
                to the Transaction Security on the same
                terms;

            


    

     

    
      	 	
              (c)

            	
              shares
                to a member of the Group pursuant to a Permitted
                Acquisition;

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              shares
                where the issue is described by the Structure Memorandum or the
                Stockholders Agreement or which constitutes a Permitted
                Transaction; 

            


    

     

    
      	 	
              (e)

            	
              shares
                where the issue is part of a Permitted Joint Venture;
                

            


    

     

    
      	 	
              (f)

            	
              shares
                in a member of the Group that has been the subject of an IPO permitted
                under this Agreement, where such shares are issued pursuant to an
                employees share option plan, or share options in respect of a member
                of
                the Group which are only exercisable upon a Permitted Disposal of
                that
                member of the Group; or

            


    

     

    
      	 	
              (g)

            	
              shares
                pursuant to a Permitted Disposal under paragraphs (q) or (s) of that
                definition,

            


    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (a)
      and
(d),
      and in
      respect of (d) only insofar as the relevant "Permitted Transaction" is permitted
      for the Parent), none of the above permissions shall apply to the
      Parent.

     

    "Permitted
      Transaction"
      means:

     

    
      	 	
              (a)

            	
              any
                disposal required, Financial Indebtedness incurred, guarantee, indemnity
                or Security or Quasi-Security given, or other transaction arising
                under
                the Finance Documents, the Mezzanine Finance Documents, the Company
                Subordinated Debt, the Parent Subordinated Debt, the Company New
                Equity,
                the Parent New Equity, the Opco Loan Agreements or the Transaction
                Documents in each case, if and to the extent permitted under the
                Intercreditor Agreement; 

            


    

     

    
      	 	
              (b)

            	
              the
                solvent liquidation, reorganisation, merger, demerger, amalgamation,
                consolidation or corporate reconstruction on a solvent basis of any
                Non-Obligor so long as any payments or assets distributed as a result
                of
                such liquidation or reorganisation are distributed to other members
                of the
                Group and, where not contemplated in the Structure Memorandum, such
                liquidation or reorganisation is not materially prejudicial to the
                interests of the Lenders under the Finance
                Documents;

            


    

     

    
      	 	
              (c)

            	
              unless
                an Event of Default is then outstanding or would occur as a result
                of the
                transaction, a reorganisation, merger, demerger, amalgamation,
                consolidation or corporate reconstruction on a solvent basis of any
                Obligor (other than the Parent, the Company or a Borrower) including,
                for
                the avoidance of doubt, with a Non-Obligor
                where:

            


    

     

    
      	 	
              (i)

            	
              all
                of the business, assets or shares of that member remain with Obligors
                and
                the value or percentage of any minority interest in any member of
                the
                Group held by any person which is not a member of the Group is not
                increased; and

            


    

     

    
      	 	
              (ii)

            	
              if
                the assets or the shares in it were subject to the Transaction Security
                immediately prior to such reorganisation, the Lenders will enjoy
                (subject
                to the Security Principles, in the reasonable opinion of the Facility
                Agent and supported by any professional opinions and reports as it
                reasonably requires) substantially the same or equivalent guarantees
                from
                it (or its successor) and substantially the same or equivalent Security
                over the same assets and over the same shares in it (or in each case
                its
                successor) after the reorganisation (excluding, without limitation,
                any
                Security over assets which cease to exist as part of such
                reorganisation);

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              transactions
                (other than the granting or creation of Security or the incurring
                or
                permitting to subsist of Financial Indebtedness) conducted in the
                ordinary
                course of trading on arm's length
                terms;

            


    

     

    
      	 	
              (e)

            	
              any
                payments or other transactions described in the Structure Memorandum
                provided that, in the case of any loans to management described therein,
                they are permitted under paragraph (f) of the definition of Permitted
                Loan;

            


    

     

    
      	 	
              (f)

            	
              a
                liquidation or reorganisation of NDS Holdings BV within 180 days
                of
                Closing;

            


    

     

    
      	 	
              (g)

            	
              any
                conversion of intra-Group loans into distributable reserves or registered
                share capital;

            


    

     

    
      	 	
              (h)

            	
              a
                payment by (i) NDS Sweden AB in connection with the retention payments
                payable to employees of Castup Israel Limited and (ii) NDS Americas
                Inc.
                in connection with the deferred consideration payable to the vendors,
                in
                each case, pursuant to the Castup Acquisition up to an aggregate
                maximum
                amount of $2,400,000;

            


    

     

    
      	 	
              (i)

            	
              a
                payment by Orbis in connection with the earn-out provisions of, and
                the
                unsecured loan notes issued or to be issued in connection with, the
                NT
                Acquisition up to a maximum aggregate amount of £1,400,000;
                

            


    

     

    
      	 	
              (j)

            	
              an
                acquisition permitted pursuant to paragraph (i) of the definition
                of
                Permitted Acquisition; and

            


    

     

    
      	 	
              (k)

            	
              any
                acquisition by a member of the Group, or a loan to a trust or special
                purpose vehicle to fund the acquisition, of shares and loan notes
                of
                directors and employees whose appointment and/or contract is
                terminated,

            


    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (a),
      (e),
      (g),
      (j) and
      (k)), none of the above permissions shall apply to the Parent.

     

    "Permitted
      Treasury Transaction"
      means a
      Treasury Transaction which is permitted under Clause 29.28 (Treasury
      Transaction);

     

    "Pre-Approved
      Jurisdiction"
      means
      England and Wales, the United States of America, France and Sweden.

     

    "Press
      Release"
      the
      announcement in the agreed form by or on behalf of Newton and Permira relating
      to the Scheme.

     

    "Qualifying
      Lender"
      has the
      meaning given to that term in Clause 20
      (Tax
      gross-up and indemnities).

     

    "Quarter
      Date"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Quasi
      Security"
      has the
      meaning given to that term in Clause 29.12
      (Negative
      pledge).

     

    "Quotation
      Day"
      means,
      in relation to any period for which an interest rate is to be
      determined:

     

    
      	 	
              (a)

            	
              (if
                the currency is sterling) the first day of that
                period;

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              (if
                the currency is euro) two TARGET Days before the first day of that
                period;
                or

            


    

     

    
      	 	
              (c)

            	
              (for
                any other currency) two Business Days before the first day of that
                period,

            


    

     

    
      	 	
              (d)

            	
              unless
                market practice differs in the Relevant Interbank Market for a currency,
                in which case the Quotation Day for that currency will be determined
                by
                the Facility Agent in accordance with market practice in the Relevant
                Interbank Market (and if quotations would normally be given by leading
                banks in the Relevant Interbank Market on more than one day, the
                Quotation
                Day will be the last of those
                days).

            


    

     

    "Real Property"
      means:

     

    
      	 	
              (a)

            	
              any
                freehold, leasehold or immovable property,
                and

            


    

     

    
      	 	
              (b)

            	
              any
                buildings, fixtures, fittings, fixed plant or machinery from time
                to time
                situated on or forming part of that freehold, leasehold or immovable
                property.

            


    

     

    "Receiver"
      means a
      receiver or receiver and manager or administrative receiver of the whole or
      any
      part of the Charged Property.

     

    "Redenomination
      Amount"
      has the
      meaning given to that term in paragraph (a) of Clause 9.4
      (Redenomination).

     

    "Redenomination
      Notice"
      means a
      notice substantially in the form set out in Part III of Schedule 3
      (Requests)
      given
      in accordance with Clause 9.4
      (Redenomination).

     

    "Reference
      Banks"
      means,
      in relation to LIBOR or EURIBOR the principal London offices of JPMorgan Chase
      Bank, N.A., London Branch, Morgan Stanley Bank and HSBC or such other banks
      as
      may be appointed by the Facility Agent in consultation with the Company.


     

    "Regulation
      D",
      "Regulation
      U"
      or
      "Regulation
      X"
      means
      Regulation D, U or X, as the case may be, of the Board, as from time to time
      in
      effect and all official rulings and interpretations thereunder or
      thereof.

     

    "Regulation
      D Cost"
      means,
      in relation to a Lender's participation in a Loan made to a Borrower (or
      deposits maintained by a Lender to fund that participation), any amount
      certified by that Lender from time to time to be the cost to it of complying
      with Regulation D (or any similar US reserve requirement) in respect of that
      participation or deposit. It is agreed that, for purpose of calculating any
      Regulation D Costs, the relevant participation or deposit shall be deemed to
      constitute "Eurocurrency Liabilities" under Regulation D and to be subject
      to
      such reserve requirements without the benefit of, or credit for, proration,
      exceptions or offsets which may be available from time to time under Regulation
      D.

     

    "Relevant
      Interbank Market"
      means
      in relation to euro, the European interbank market and, in relation to any
      other
      currency, the London interbank market.

     

    "Relevant
      Jurisdiction"
      means,
      in relation to an Obligor:

     

    
      	 	
              (a)

            	
              its
                jurisdiction of incorporation; and

            


    

     

    
      	 	
              (b)

            	
              any
                jurisdiction whose laws govern any of the Transaction Security Documents
                entered into by it.

            


    

     

    "Relevant
      Period"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    "Renewal
      Request"
      means a
      written notice delivered to the Facility Agent in accordance with
      Clause 6.6
      (Renewal
      of a Letter of Credit).

     

    "Repayment
      Date"
      means a
      Facility A Repayment Date, a Facility B Repayment Date, a Facility C Repayment
      Date, an Acquisition Facility Repayment Date, an Acquisition Term Loan Repayment
      Date or the last day of an Interest Period for a Revolving Facility
      Loan.

     

    "Repayment
      Instalment"
      means
      each instalment for repayment of the Term Loans referred to in
      Clause 12.1
      (Repayment
      of Term Loans).

     

    "Repeating
      Representations"
      means
      each of the representations set out in Clause 26.2
      (Status),
      Clause 26.3
      (Binding
      obligations),
      Clause 26.4
      (Non-conflict
      with other obligations),
      Clause 26.5
      (Power
      and authority)
      and
      Clause 26.7
      (Validity
      and admissibility in evidence).

     

    "Reports"
      means
      the Market Reports, the Legal Due Diligence Report, the Vendor Legal Due
      Diligence Report, the Echostar Report, the Financial and Tax Report, the
      Syndication Report, the Top-up Due Diligence Report, the Technical Report and
      the Structure Memorandum.

     

    "Representative"
      has the
      meaning given to that term in Clause 31.8
      (Disclosure
      of information).

     

    "Reservations"
      means:

     

    
      	 	
              (a)

            	
              the
                principle that equitable remedies are remedies which may be granted
                or
                refused at the discretion of a court, the principle of reasonableness
                and
                fairness, the limitation of enforcement by laws relating to bankruptcy,
                insolvency, liquidation, reorganisation, court schemes, moratoria,
                administration and other laws generally affecting the rights of
                creditors;

            


    

     

    
      	 	
              (b)

            	
              the
                time barring of claims under applicable limitation laws (including
                the
                Limitation Acts), the possibility that an undertaking to assume liability
                for or to indemnify a person against non-payment of stamp duty may
                be
                void, defences of set-off or counterclaim;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                other general principles set out as qualifications as to matters
                of law in
                the legal opinions delivered to the Facility Agent in connection
                with the
                Finance Documents. 

            


    

     

    "Resignation
      Letter"
      means a
      letter substantially in the form set out in Schedule 7 (Form
      of Resignation Letter).

     

    "Retained
      Cash"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "Revolving
      Facility"
      means
      the revolving credit facility made available under this Agreement as described
      in paragraph (a)(iv) of Clause 2.1
      (The
      Facilities).

     

    "Revolving
      Facility Borrower"
      means a
      Borrower under the Revolving Facility.

     

    "Revolving Facility Commitment"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to an Original Lender, the amount in the Base Currency set
                opposite its name under the heading "Revolving Facility Commitment"
                in
                Part II of Schedule 1 (The
                Original Parties)
                and the amount of any other Revolving Facility Commitment transferred
                to
                it under this Agreement; and

            


    

     

    
      
        
          
            	
                  	(b)	
                    in
                      relation to any other Lender, the amount in the Base Currency
                      of any
                      Revolving Facility Commitment transferred to it under this
                      Agreement,

                  


          

           

          
            
              
                
                

              

              
                48

                
                  

                

              

              
                
                

              

            

             

          

          to
            the
            extent not transferred by it, cancelled or reduced under this Agreement
            provided
            that
            from the
            Conversion Date the Revolving Facility shall be reduced by the amount
            of the
            Acquisition Sub-Limit.

        

      

    

     

    "Revolving
      Facility Loan"
      means a
      Loan made or to be made under the Revolving Facility or the principal amount
      outstanding for the time being of that Loan.

     

    "Revolving
      Facility Utilisation"
      means a
      Revolving Facility Loan or a Letter of Credit.

     

    "Rollover
      Loan"
      means
      one or more Revolving Facility Loans:

     

    
      	 	
              (a)

            	
              made
                or to be made on the same day that:

            


    

     

    
      	 	
              (i)

            	
              a
                maturing Revolving Facility Loan is due to be repaid;
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                demand by the Facility Agent or the Issuing Bank pursuant to a drawing
                in
                respect of a Letter of Credit is due to be
                met;

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amount of which is equal to or less than the maturing Revolving
                Facility Loan or the relevant claim in respect of that Letter of
                Credit;

            


    

     

    
      	 	
              (c)

            	
              in
                the same currency as the maturing Revolving Facility Loan (unless
                it arose
                as a result of the operation of Clause 9.2
                (Unavailability
                of a currency))
                or the relevant claim in respect of that Letter of Credit;
                and

            


    

     

    
      	 	
              (d)

            	
              made
                or to be made to the same Borrower for the purpose
                of:

            


    

     

    
      	 	
              (i)

            	
              refinancing
                that maturing Revolving Facility Loan;
                or

            


    

     

    
      	 	
              (ii)

            	
              satisfying
                the relevant claim in respect of that Letter of
                Credit.

            


    

     

    "Scheme"
      means a
      scheme of arrangement under sections 895-899 Companies Act 2006 or
      any
      equivalent or substituted provision pursuant to the Companies Act 2006 to be
      made between the Parent and its shareholders.

     

    "Scheme
      Date"
      means
      the date on which the Second Court Order is filed with, and date stamped by,
      the
      Registrar of Companies being on or about D+133 as specified in the Structure
      Memorandum.

     

    "Scheme
      Documents"
      means
      the documents to be sent out to the shareholders of the Parent containing
      details of the Scheme and convening a Court approved meeting of the shareholders
      of the Parent in order to seek their approval of the Scheme.

     

    "Screen Rate"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to LIBOR, the British Bankers' Association Interest Settlement
                Rate for the relevant currency and period;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to EURIBOR, the percentage rate per annum determined by
                the
                Banking Federation of the European Union for the relevant
                period,

            


    

     

    displayed
      on the appropriate page of the Reuters screen provided
      that,
      if the
      agreed page is replaced or service ceases to be available, the Facility Agent
      may specify another page or service displaying the appropriate rate after
      consultation with the Company and the Lenders.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    "Second
      Court Order"
      means
      the court order authorising the Capital Reduction.

     

    "Secured
      Parties"
      means
      each Finance Party, each Ancillary Lender, each Fronting Ancillary Lender and
      each Fronted Ancillary Lender (including any Affiliate of a Lender which is
      an
      Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender) from
      time to time party to this Agreement and each Hedge Counterparty and each
      Finance Party (as defined in the Mezzanine Facility Agreement) from time to
      time
      party to the Mezzanine Facility Agreement.

     

    "Security"
      means a
      mortgage, charge, pledge, lien or other security interest securing any
      obligation of any person or any other agreement or arrangement having a similar
      effect.

     

    "Security
      Principles"
      means
      the security principles set out in Schedule 13 (Security
      Principles).

     

    "Selection
      Notice"
      means a
      notice substantially in the form set out in Part II of Schedule 3 (Requests)
      given
      in accordance with Clause 17
      (Interest
      Periods)
      in
      relation to a Term Loan.

     

    "Senior Debt Cover"
      has the
      meaning given to it in Clause 28.1
      (Financial
      definitions).

     

    "Specified
      Time"
      means a
      time determined in accordance with Schedule 10 (Timetables).

     

    "Stockholders
      Agreement"
      means
      the stockholders agreement to be entered into on or prior to the Scheme Date
      by
      the Parent, the Permira Holdcos, Newton, Newton Inc. and the managers named
      therein.

     

    "Structural
      Debt"
      has the
      meaning given to it in the Intercreditor Agreement.

     

    "Structure
      Memorandum"
      means
      the structure paper related to Project Nucleus dated on or about the date of
      this Agreement describing the Group and the Transaction and prepared by
      PricewaterhouseCoopers with such amendments or modifications as do not
      materially and adversely affect the interests of the Lenders or which have
      been
      made with the consent of the Majority Lenders (acting reasonably). 

     

    "Subsidiary"
      means,
      in relation to any company or corporation, a company or
      corporation:

     

    
      	 	
              (a)

            	
              which
                is controlled, directly or indirectly, by the first mentioned company
                or
                corporation;

            


    

     

    
      	 	
              (b)

            	
              more
                than half the issued share capital of which is beneficially owned,
                directly or indirectly by the first mentioned company or corporation;
                or

            


    

     

    
      	 	
              (c)

            	
              which
                is a Subsidiary of another Subsidiary of the first mentioned company
                or
                corporation,

            


    

     

    and
      for
      this purpose, a company or corporation shall be treated as being controlled
      by
      another if that other company or corporation is able to direct its affairs
      and/or to control the composition of its board of directors or equivalent
      body.

     

    "Super
      Majority Lenders"
      means a
      lender or lenders whose Commitments aggregate more than 90 per cent. of the
      Total Commitments (or, if the Total Commitments have been reduced to zero,
      aggregated more than 90 per cent. of the Total Commitments immediately prior
      to
      that reduction).

     

    "Swedish
      Security Document"
      means a
      Transaction Security Document governed by Swedish law.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    "Syndication
      Date"
      means
      the earlier of the date (i) on which the Arranger determines syndication is
      complete, (ii) on which successful syndication occurs (as separately agreed
      between the Arrangers and the Company) and (iii) falling 3 months after
      Closing.

     

    "Syndication
      Report"
      means
      the report by PricewaterhouseCoopers dated 17 July 2008 which combines all
      of
      its reports relating to the Acquisition for syndication purposes.

     

    "Takeover
      Code"
      means
      the City Code on Takeovers and Mergers.

     

    "TARGET2"
      means
      Trans-European Automated Real-time Gross Settlement Express Transfer payment
      system which utilises a shared platform and which was launched on 19 November
      2007.

     

    "TARGET
      Day"
      means
      any day on which TARGET2 is open for the settlement of payments in
      euro.

     

    "Tax"
      means
      any tax, levy, impost, duty or other charge or withholding of a similar nature
      (including any penalty or interest payable in connection with any failure to
      pay
      or any delay in paying any of the same).

     

    "Taxes
      Act"
      means
      the Income and Corporation Taxes Act 1988.

     

    "Technical
      Report"
      means
      the product report prepared by Farncombe dated 14 May 2008. 

     

    "TEG
      Letter"
      means
      any letter delivered in the form of Schedule 14 (Form
      of TEG Letter)
      for the
      purposes of Clause 16.6 (Effective
      global rate)
      of the
      Agreement.

     

    "Term"
      means
      each period determined under this Agreement for which the Issuing Bank is under
      a liability under a Letter of Credit.

     

    "Term
      Facility"
      means
      Facility A, Facility B, Facility C or the Uncommitted Acquisition
      Facility.

     

    "Termination Date"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to Facility A, the date falling 7 years from
                Closing;

            


    

     

    
      	 	
              (b)

            	
              in
                relation to Facility B, the date falling 7.5 years from
                Closing;

            


    

     

    
      	 	
              (c)

            	
              in
                relation to Facility C, the date falling 8 years from
                Closing;

            


    

     

    
      	 	
              (d)

            	
              in
                relation to the Uncommitted Acquisition Facility, the date falling
                7 years from Closing or any later date agreed between the Company and
                the Acquisition Facility Lenders (but no later than the Termination
                Date
                for Facility C); and

            


    

     

    
      	 	
              (e)

            	
              in
                relation to the Revolving Facility and the Acquisition Term Loans,
                the
                date falling 7 years from Closing.

            


    

     

    "Term
      Loan"
      means a
      Facility A Loan, a Facility B Loan, a Facility C Loan, an Acquisition Term
      Loan
      or an Acquisition Facility Loan.

     

    "Third
      Party Disposal"
      has the
      meaning given to that term in paragraph (a) of Clause 32.3
      (Resignation
      of a Borrower).

     

    "Top-up
      Due Diligence Report"
      means
      the limited scope top-up due diligence report dated 3 July 2008 prepared by
      PricewaterhouseCoopers relating to the Acquisition.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    "Total
      Acquisition Facility Commitments"
      means
      the aggregate of the Acquisition Facility Commitments being $0 until the date
      on
      which the Uncommitted Acquisition Facility becomes available pursuant to
      Clause 11
      (Uncommitted
      Acquisition Facility),
      on
      which date it shall be such amount as agreed by the Acquisition Facility Lenders
      to be made available provided
      that
      such
      amount shall not exceed the Uncommitted Acquisition Facility Limit.

     

    "Total
      Commitments"
      means
      the aggregate of the Total Facility A Commitments, the Total Facility B
      Commitments, the Total Facility C Commitments, the Total Acquisition Facility
      Commitments and the Total Revolving Facility Commitments.

     

    "Total
      Facility A Commitments"
      means
      the aggregate of the Facility A Commitments, being $300,000,000 at the date
      of
      this Agreement.

     

    "Total
      Facility B Commitments"
      means
      the aggregate of the Facility B Commitments, being $295,000,000 at the date
      of
      this Agreement.

     

    "Total
      Facility C Commitments"
      means
      the aggregate of the Facility C Commitments, being $295,000,000 at the date
      of
      this Agreement.

     

    "Total
      Revolving Facility Commitments"
      means
      the aggregate of the Revolving Facility Commitments, being $150,000,000 at
      the
      date of this Agreement.

     

    "Transaction"
      means
      the Capital Reduction, the payment of a dividend by the Company to the Parent,
      the reduction in capital and the cancellation of shares by the Parent and the
      acquisition by Permira of shares in the Parent by means of a scheme of
      arrangement, together with the transactions related thereto, each as set out
      in
      the Structure Memorandum.

     

    "Transaction
      Documents"
      means
      the Finance Documents, the Mezzanine Finance Documents, the Capital Reduction
      Documents, the Scheme Documents and the Vendor Documents.

     

    "Transaction
      Security"
      means
      the Security created or expressed to be created pursuant to the Transaction
      Security Documents in favour of the Security Agent.

     

    "Transaction
      Security Documents"
      means
      each of the documents listed in paragraph 3(b) of Part I of Schedule 2
      (Conditions
      precedent and conditions subsequent)
      and any
      document required to be delivered to the Facility Agent under paragraph 2(c)
      or
      (d) of Part II of Schedule 2 (Conditions
      precedent and conditions subsequent)
      or
      paragraph 2(c) of Part III of Schedule 2 (Conditions
      precedent and conditions subsequent)
      together with any other document entered into by any Obligor, the Vendor Loan
      Note Holder or the VLN Security Trustee creating or expressed to create any
      Security over all or any part of its assets in respect of the obligations of
      any
      of the Obligors under any of the Finance Documents or the Mezzanine Finance
      Documents.

     

    "Transfer
      Certificate and Lender Accession Undertaking"
      means
      an agreement substantially in the form set out in Schedule 5 (Form
      of Transfer Certificate and Lender Accession Undertaking)
      or any
      other form agreed between the Facility Agent and the Company.

     

    "Transfer
      Date"
      means,
      in relation to a transfer, the later of:

     

    
      	 	
              (a)

            	
              the
                proposed Transfer Date specified in the Transfer Certificate and
                Lender
                Accession Undertaking; and

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                date on which the Facility Agent executes the Transfer Certificate
                and
                Lender Accession Undertaking.

            


    

     

    "Treasury
      Transactions"
      means
      any derivative transaction entered into in connection with protection against
      or
      benefit from fluctuation in any rate or price.

     

    "Uncommitted
      Acquisition Facility"
      means
      the uncommitted acquisition facility made available under this Agreement and
      described in paragraph (a)(v) of Clause 2.1
      (The
      Facilities).

     

    "Uncommitted
      Acquisition Facility Limit"
      means
      $75,000,000.

     

    "Unpaid
      Sum"
      means
      any sum due and payable but unpaid by an Obligor under the Finance
      Documents.

     

    "Unused
      Amount"
      has the
      meaning given to that term in Clause 28.1
      (Financial
      definitions).

     

    "US"
      and
      "United
      States"
      means
      the United States of America, its territories and possessions.

     

    "US
      Bankruptcy Law"
      means
      the United States Bankruptcy Code of 1978 (Title 11 of the United States Code)
      or any other United States federal or state bankruptcy, insolvency or similar
      law.

     

    "US
      Borrower"
      means a
      Borrower that is a US Person.

     

    "US$"
      or
      "US
      Dollars"
      means
      the lawful currency of the United States of America.

     

    "US
      GAAP"
      means
      the generally applied accounting principles, standards and practices in the
      United States of America.

     

    "US
      Guarantor"
      means a
      Guarantor that is a US Person.

     

    "US
      Obligor"
      means a
      US Borrower or a US Guarantor.

     

    "US
      Person"
      means a
      "United States Person" as defined in Section 7701(a)(30) of the Internal Revenue
      Code and includes a US Person who is the sole owner of any entity that is
      disregarded as being an entity separate from such owner for US federal income
      tax purposes.

     

    "US
      Patriot Act"
      means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United
      States.

     

    "Utilisation"
      means a
      Loan or a Letter of Credit.

     

    "Utilisation
      Date"
      means
      the date on which a Utilisation is made.

     

    "Utilisation
      Request"
      means a
      notice substantially in the relevant form set out in Part I of Schedule 3
      (Requests).

     

    "VAT"
      means
      value added tax and any other tax of a similar nature.

     

    "Vendor
      Documents"
      means:

     

    
      	 	
              (a)

            	
              the
                Vendor Loan Notes;

            


    

     

    
      	 	
              (b)

            	
              the
                Vendor Loan Note Instrument (incorporating the VLN Guarantees);
                

            


    

     

    
      	 	
              (c)

            	
              the
                VLN Debentures; 

            


    

     

    
      	 	
              (d)

            	
              the
                VLN Pledges; and

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              any
                other document designated in writing as such by the Parent, the Vendor
                Loan Note Holder and the Facility Agent (acting on the instructions
                of the
                Majority Lenders (acting
                reasonably)).

            


    

     

    "Vendor
      Legal Due Diligence Report"
      means
      the legal due diligence report dated 30 May 2008 prepared by Allen & Overy
      LLP relating to the Acquisition.

     

    "Vendor
      Loan Note Holder"
      means
      NDS Holdco, Inc..

     

    "Vendor
      Loan Note Instrument"
      means
      the deed to be entered into constituting the initial amount of $242,000,000
      13
      per cent. fixed rate guaranteed, secured 2018 Vendor Loan Notes of the Parent,
      together with any PIK notes constituted by and issued thereunder, as the same
      may be amended or varied from time to time together with any supplemental deed
      thereto.

     

    "Vendor
      Loan Notes"
      means
      the vendor loan notes, together with any PIK notes, constituted by, and issued
      pursuant to, the Vendor Loan Note Instrument.

     

    "VLN
      Debentures"
      means
      each debenture to be granted by the Parent and the VLN Guarantors in favour
      of
      the VLN Security Trustee.

     

    "VLN
      Guarantee"
      means
      the subordinated guarantees to be granted in favour of the Vendor Loan Note
      Holder by the VLN Guarantors under and pursuant to the Vendor Loan Note
      Instrument.

     

    "VLN
      Guarantors"
      means
      the Company, NDS Limited, Digi-Media Vision Limited and News Datacom
      Limited.

     

    "VLN
      Long-stop Date"
      means
      the date occurring 14 years after the date of the Vendor Loan Note
      Instrument.

     

    "VLN
      Pledges"
      means:

     

    
      	 	
              (a)

            	
              the
                share pledge to be granted by the Company over its shares in NDS
                Americas
                Inc. in favour of the VLN Security Trustee;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                pledges to be granted by NDS Limited and News Datacom Limited over
                their
                Intellectual Property rights in the US in favour of the VLN Security
                Trustee.

            


    

     

    "VLN
      Security Trustee"
      means
      NDS Holdco, Inc..

     

    "Withdrawal
      Notice"
      means a
      notice substantially in the form set out in Part IV of Schedule
      3 (Requests).

     

    "Withholding
      Form"
      means
      IRS Form W-8BEN, W-8ECI or W-9 (or, in each case, any successor form and, in
      each case, attached to an IRS Form W-8IMY if required) or any other IRS form
      by
      which a person may claim an exemption from withholding of US federal income
      tax
      on interest payments to that person and, in the case of a person claiming an
      exemption under the "portfolio interest exemption," a statement certifying
      that
      such person is not (A) a "bank" within the meaning of Section 881(c)(3)(A)
      of
      the Internal Revenue Code, (B) a "10 percent shareholder" of the Borrower within
      the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a
      "controlled foreign corporation" that is related to the Borrower within the
      meaning of Section 881(c)(3)(C) of the Internal Revenue Code.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2

            	
              Construction

            


    

    
      	
              (a)

            	
              Unless
                a contrary indication appears a reference in this Agreement
                to:

            


    

     

    
      	 	
              (i)

            	
              the
                "Facility
                Agent",
                the "Arranger",
                any "Finance
                Party",
                any "Issuing
                Bank",
                any "Lender",
                any "Obligor",
                any "Party",
                any "Secured
                Party",
                the "Security
                Agent",
                the "Vendor
                Loan Note Holder",
                the "VLN
                Security Trustee"
                or any other person shall be construed so as to include its successors
                in
                title, permitted assigns and permitted transferees and, in the case
                of the
                Security Agent, any person for the time being appointed as Security
                Agent
                or Security Agents in accordance with the Finance
                Documents;

            


    

     

    
      	 	
              (ii)

            	
              a
                document in "agreed
                form"
                is a document which is agreed in writing by or on behalf of the Company
                and the Facility Agent;

            


    

     

    
      	 	
              (iii)

            	
              "assets"
                includes present and future properties, revenues and rights of every
                description;

            


    

     

    
      	 	
              (iv)

            	
              the
                "European
                interbank market"
                means the interbank market for euro operating in Participating Member
                States;

            


    

     

    
      	 	
              (v)

            	
              a
                "Finance
                Document"
                or a "Transaction
                Document"
                or any other agreement or instrument is a reference to that Finance
                Document or Transaction Document or other agreement or instrument
                as
                amended, novated, supplemented, extended or restated (however
                fundamentally);

            


    

     

    
      	 	
              (vi)

            	
              "guarantee"
                means (other than in Clause 25
                (Guarantee
                and Indemnity))
                any guarantee, letter of credit, bond, indemnity or similar assurance
                against loss;

            


    

     

    
      	 	
              (vii)

            	
              "indebtedness"
                includes any obligation (whether incurred as principal or as surety)
                for
                the payment or repayment of money, whether present or future, actual
                or
                contingent;

            


    

     

    
      	 	
              (viii)

            	
              a
                Lender's "participation"
                in relation to a Letter of Credit, shall be construed as a reference
                to
                the relevant amount that is or may be payable by a Lender in relation
                to
                that Letter of Credit;

            


    

     

    
      	 	
              (ix)

            	
              a
                "person"
                includes any individual, firm, company, corporation, government,
                state or
                agency of a state or any association, trust or partnership (whether
                or not
                having separate legal personality) of two or more of the
                foregoing;

            


    

     

    
      	 	
              (x)

            	
              a
                "regulation"
                includes any regulation, rule, official directive, request or guideline
                (whether or not having the force of law but if not having the force
                of
                law, compliance with which is customary for entities or persons such
                as
                the relevant entity or person) of any governmental, intergovernmental
                or
                supranational body, agency, department or regulatory, self-regulatory
                or
                other authority or organisation;

            


    

     

    
      	 	
              (xi)

            	
              a
                provision of law is a reference to that provision as amended or
                re-enacted; and

            


    

     

    
      	 	
              (xii)

            	
              a
                time of day is a reference to London
                time.

            


    

     

    
      	
              (b)

            	
              Section,
                Clause and Schedule headings are for ease of reference
                only.

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              Unless
                a contrary indication appears, a term used in any other Finance Document
                or in any notice given under or in connection with any Finance Document
                has the same meaning in that Finance Document or notice as in this
                Agreement.

            


    

     

    
      	
              (d)

            	
              A
                Borrower providing "cash
                cover"
                for a Letter of Credit, an Ancillary Facility or a Fronted Ancillary
                Facility means a Borrower paying an amount in the currency of the
                Letter
                of Credit (or, as the case may be, Ancillary Facility or Fronted
                Ancillary
                Facility) to an interest-bearing account in the name of the Borrower
                and
                the following conditions being met:

            


    

     

    
      	 	
              (i)

            	
              the
                account is with the Facility Agent (if the cash cover is to be provided
                for all the Lenders) or with a Finance Party (if the cash cover is
                to be
                provided for that Finance Party);

            


    

     

    
      	 	
              (ii)

            	
              until
                no amount is or may be outstanding under that Letter of Credit or
                Ancillary Facility or Fronted Ancillary Facility, withdrawals from
                the
                account may only be made to pay a Finance Party amounts due and payable
                to
                it under this Agreement in respect of that Letter of Credit or Ancillary
                Facility or Fronted Ancillary Facility;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                Borrower has executed a security document over that account, in form
                and
                substance satisfactory to the Facility Agent or the Finance Party
                with
                which that account is held, creating a first ranking security interest
                over that account.

            


    

     

    
      	
              (e)

            	
              A
                Default or an Event of Default is "continuing"
                if it has not been remedied or waived, provided that in the case
                of a
                Major Event of Default, if the Facility Agent serves on the Company
                after
                the date on which that Major Event of Default has occurred a notice
                requiring the Company to remedy that Major Event of Default within
                three
                Business Days, if that Major Event of Default is not remedied within
                three
                Business Days of receipt by the Company of such notice, then with
                effect
                from and including the fourth Business Day after such notice is received
                that particular Major Event of Default is "continuing"
                (whether or not it is subsequently remedied) if it has not been waived.
                In
                relation to any Event of Default caused by the failure to meet the
                requirements of Clause 28.2
                (Financial
                condition)
                on any Quarter Date but where the requirements of Clause 28.2
                (Financial
                condition)
                are complied with on the next Quarter Date, the Event of Default
                caused by
                the failure to meet the requirements of Clause 28.2
                (Financial
                condition)
                on the former Quarter Date shall be deemed remedied to the satisfaction
                of
                the Finance Parties on the next Quarter Date unless, prior to that
                next
                Quarter Date, the Facility Agent or any other Finance Party has exercised
                any of the rights under Clause 30.21
                (Acceleration).
                

            


    

     

    
      	
              (f)

            	
              A
                Borrower "repaying"
                or "prepaying"
                a
                Letter of Credit or Ancillary Outstandings
                means:

            


    

     

    
      	 	
              (i)

            	
              that
                Borrower providing cash cover for that Letter of Credit or in respect
                of
                the Ancillary Outstandings;

            


    

     

    
      	 	
              (ii)

            	
              the
                maximum amount payable under the Letter of Credit, Ancillary Facility
                or
                Fronted Ancillary Facility being reduced or cancelled;
                

            


    

     

    
      	 	
              (iii)

            	
              in
                the case of a Letter of Credit, that Letter of Credit is returned
                by the
                beneficiary with its written confirmation that it is released and
                cancelled;

            


    

     

    
      	 	
              (iv)

            	
              in
                the case of a Letter of Credit, a bank or financial institution approved
                by the Issuing Bank (acting reasonably) has issued an unconditional
                and
                irrevocable guarantee, indemnity, counter indemnity or similar assurance
                against financial loss in respect of amounts due under that Letter
                of
                Credit; or

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              the
                Issuing Bank or Ancillary Lender or Fronting Ancillary Lender being
                satisfied that it (and in the case of a Fronted Ancillary Facility
                each
                Fronted Ancillary Lender) has no further liability under that Letter
                of
                Credit or Ancillary Facility or Fronted Ancillary
                Facility,

            


    

     

    and
      the
      amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid
      or
      prepaid under sub-paragraphs (f)(i) and (f)(ii) above is the amount of the
      relevant cash cover or reduction.

     

    
      	
              (g)

            	
              An
                amount borrowed includes any amount utilised by way of Letter of
                Credit or
                under an Ancillary Facility or Fronted Ancillary
                Facility.

            


    

     

    
      	
              (h)

            	
              A
                Lender funding its participation in a Utilisation includes a Lender
                participating in a Letter of
                Credit.

            


    

     

    
      	
              (i)

            	
              An
                outstanding amount of a Letter of Credit at any time is the maximum
                amount
                that is or may be payable by the relevant Borrower in respect of
                that
                Letter of Credit at that time.

            


    

     

    
      	
              1.3

            	
              Personal
                Liability

            


    

    No
      personal liability shall attach to any director, officer, employee or other
      individual signing a certificate or other document on behalf of a member of
      the
      Group which proves to be incorrect in any way, unless that individual acted
      fraudulently in giving that certificate or other document in which case any
      liability will be determined in accordance with applicable law.

     

    
      	
              1.4

            	
              Intercreditor
                Agreement

            


    

    
      	
              (a)

            	
              This
                Agreement is entered into subject to, and with the benefit of, the
                terms
                of the Intercreditor Agreement.

            


    

     

    
      	
              (b)

            	
              Notwithstanding
                anything to the contrary in this Agreement, the terms of the Intercreditor
                Agreement will prevail if there is a conflict between the terms of
                this
                Agreement and the terms of the Intercreditor
                Agreement.

            


    

     

    
      	
              1.5

            	
              Currency
                Symbols and Definitions

            


    

    
      	
              (a)

            	
              "$"
                and "dollars"
                denote lawful currency of the United States of America, "£"
                and "sterling"
                denotes lawful currency of the United Kingdom and "euro"
                means the single currency unit of the Participating Member
                States.

            


    

     

    
      	
              (b)

            	
              The
                "equivalent"
                in any currency (the "first
                currency")
                of any amount in another currency (the "second
                currency")
                shall be construed as a reference to the amount in the first currency
                which could be purchased with that amount in the second currency
                at the
                Facility Agent's Spot Rate of Exchange at about such time and on
                such date
                as the Facility Agent may from time to time reasonably determine
                to be
                appropriate in the circumstances.

            


    

     

    
      	
              1.6

            	
              Third
                party rights

            


    

    
      	
              (a)

            	
              Unless
                expressly provided to the contrary in a Finance Document a person
                who is
                not a Party has no right under the Contracts (Rights of Third Parties)
                Act
                1999 (the "Third
                Parties Act")
                to enforce or enjoy the benefit of any term of any Finance
                Document.

            


    

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Notwithstanding
                any term of any Finance Document, the consent of any person who is
                not a
                Party is not required to rescind or vary any Finance Document at
                any
                time.

            


    

     

    
      	
              1.7

            	
              Dutch
                terms

            


    

    In
      this
      Agreement, where it relates to a Dutch entity, a reference to:

     

    
      	 	
              (a)

            	
              a
                necessary action to authorise where applicable, includes without
                limitation:

            


    

     

    
      	 	
              (i)

            	
              any
                action required to comply with the Works Councils Act of the Netherlands
                (Wet
                op de ondernemingsraden);
                and

            


    

     

    
      	 	
              (ii)

            	
              obtaining
                an unconditional positive advice (advies)
                from the competent works
                council(s);

            


    

     

    
      	 	
              (b)

            	
              financial
                assistance means any act contemplated
                by:

            


    

     

    
      	 	
              (i)

            	
              (for
                a besloten
                vennootschap met beperkte aansprakelijkheid)
                Article 2:207(c) of the Dutch Civil Code;
                or

            


    

     

    
      	 	
              (ii)

            	
              (for
                a naamloze
                vennootschap)
                Article 2:98(c) of the Dutch Civil
                Code;

            


    

     

    
      	 	
              (c)

            	
              a
                security interest includes any mortgage (hypotheek),
                pledge (pandrecht),
                retention of title arrangement (eigendomsvoorbehoud),
                privilege (voorrecht),
                right of retention (recht
                van retentie),
                right to reclaim goods (recht
                van reclame),
                and, in general, any right in rem (beperkt
                recht),
                created for the purpose of granting security (goederenrechtelijk
                zekerheidsrecht);

            


    

     

    
      	 	
              (d)

            	 


    

     

    
      	 	
              (i)

            	
              a
                winding-up, administration or dissolution includes a Dutch entity
                being
                declared bankrupt (failliet
                verklaard)
                or dissolved (ontbonden);

            


    

     

    
      	 	
              (ii)

            	
              a
                moratorium includes surseance
                van betaling and
                a moratorium is declared or occurs includes surseance
                verleend;

            


    

     

    
      	 	
              (iii)

            	
              insolvency
                includes bankruptcy and moratorium;

            


    

     

    
      	 	
              (iv)

            	
              any
                step or procedure taken in connection with insolvency proceedings
                includes
                a Dutch entity having filed a notice under Section 36 of the Tax
                Collection Act of the Netherlands (Invorderingswet
                1990)
                or Section 60 of the Social Insurance Financing Act of the Netherlands
                (Wet
                Financiering Sociale Verzekeringen)
                in conjunction with Section 36 of the Tax Collection Act of the
                Netherlands (Invorderingswet
                1990);

            


    

     

    
      	 	
              (v)

            	
              a
                trustee in bankruptcy includes a
                curator;

            


    

     

    
      	 	
              (vi)

            	
              an
                administrator includes a bewindvoerder;

            


    

     

    
      	 	
              (vii)

            	
              an
                attachment includes a beslag;
                and

            


    

     

    
      	 	
              (viii)

            	
              a
                subsidiary includes a dochtermaatschappij
                as
                defined in Article 2:24a of the Dutch Civil
                Code.

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    SECTION
      2

     

    THE
      FACILITIES

     

    
      	
              2.

            	
              
                THE
                  FACILITIES

              

            


    

     

    
      	
              2.1

            	
              The
                Facilities

            


    

    
      	
              (a)

            	
              Subject
                to the terms of this Agreement, the Lenders make
                available:

            


    

     

    
      	 	
              (i)

            	
              a
                Base Currency term loan facility in an aggregate amount equal to
                the Total
                Facility A Commitments;

            


    

     

    
      	 	
              (ii)

            	
              a
                Base Currency term loan facility in an aggregate amount equal to
                the Total
                Facility B Commitments;

            


    

     

    
      	 	
              (iii)

            	
              a
                Base Currency term loan facility in an aggregate amount equal to
                the Total
                Facility C Commitments;

            


    

     

    
      	 	
              (iv)

            	
              a
                multicurrency revolving credit facility in an aggregate Base Currency
                Amount which is equal to the Total Revolving Facility Commitments;
                and

            


    

     

    
      	 	
              (v)

            	
              an
                uncommitted term loan facility in an aggregate amount equal to the
                Acquisition Facility Commitments from time to
                time.

            


    

     

    
      	
              (b)

            	
              Each
                Term Facility (other than the Uncommitted Acquisition Facility) will
                be
                available to the Company and the Uncommitted Acquisition Facility
                and the
                Revolving Facility will be available to all the Borrowers. The Parent
                shall not be a Borrower under any
                Facility.

            


    

     

    
      	
              (c)

            	
              Subject
                to the terms of this Agreement and the Ancillary Documents, an Ancillary
                Lender may make available an Ancillary Facility to any of the Revolving
                Facility Borrowers (or Affiliates of a Revolving Facility
                Borrower).

            


    

     

    
      	
              (d)

            	
              Subject
                to the terms of this Agreement and the Fronted Ancillary Documents,
                a
                Fronting Ancillary Lender and Fronted Ancillary Lender may make available
                a Fronted Ancillary Facility to any of the Revolving Facility Borrowers
                (or Affiliates of a Revolving Facility
                Borrower).

            


    

     

    
      	
              2.2

            	
              Finance
                Parties' rights and
                obligations

            


    

    
      	
              (a)

            	
              The
                obligations of each Finance Party under the Finance Documents are
                several.
                Failure by a Finance Party to perform its obligations under the Finance
                Documents does not affect the obligations of any other Party under
                the
                Finance Documents. No Finance Party is responsible for the obligations
                of
                any other Finance Party under the Finance
                Documents.

            


    

     

    
      	
              (b)

            	
              The
                rights of each Finance Party under or in connection with the Finance
                Documents are separate and independent rights and any debt arising
                under
                the Finance Documents to a Finance Party from an Obligor shall be
                a
                separate and independent debt.

            


    

     

    
      	
              (c)

            	
              A
                Finance Party may, except as otherwise stated in the Finance Documents,
                separately enforce its rights under the Finance
                Documents.

            


    

     

    
      	
              2.3

            	
              Obligors'
                Agent

            


    

    
      	
              (a)

            	
              Each
                Obligor (other than the Company) by its execution of this Agreement
                or an
                Accession Letter irrevocably appoints the Company to act on its behalf
                as
                its agent in relation to the Finance Documents and irrevocably
                authorises:

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                Company on its behalf to supply all information concerning itself
                contemplated by this Agreement to the Finance Parties and to give
                all
                notices and instructions (including, in the case of a Borrower,
                Utilisation Requests), to execute on its behalf any Accession Letter,
                to
                make such agreements and to effect the relevant amendments, supplements
                and variations capable of being given, made or effected by any Obligor
                notwithstanding that they may affect the Obligor (including, without
                limitation, by increasing the obligations of such Obligor howsoever
                fundamentally, whether by increasing the liabilities guaranteed or
                otherwise), without further reference to or the consent of that Obligor;
                and

            


    

     

    
      	 	
              (ii)

            	
              each
                Finance Party to give any notice, demand or other communication to
                that
                Obligor pursuant to the Finance Documents to the
                Company,

            


    

     

    and
      in
      each case the Obligor shall be bound as though the Obligor itself had given
      the
      notices and instructions (including, without limitation, any Utilisation
      Requests) or executed or made the agreements or effected the amendments,
      supplements or variations, or received the relevant notice, demand or other
      communication.

     

    
      	
              (b)

            	
              Every
                act, omission, agreement, undertaking, settlement, waiver, amendment,
                supplement, variation, notice or other communication given or made
                by the
                Obligors' Agent or given to the Obligors' Agent under any Finance
                Document
                on behalf of another Obligor or in connection with any Finance Document
                (whether or not known to any other Obligor and whether occurring
                before or
                after such other Obligor became an Obligor under any Finance Document)
                shall be binding for all purposes on that Obligor as if that Obligor
                had
                expressly made, given or concurred with it. In the event of any conflict
                between any notices or other communications of the Obligors' Agent
                and any
                other Obligor, those of the Obligors' Agent shall
                prevail.

            


    

     

    
      	
              2.4

            	
              Acquisition
                Loans

            


    

    The
      total
      amount of Acquisition Loans outstanding at any time shall not exceed the
      Acquisition Sub-Limit.

     

    
      	
              2.5

            	
              UK
                Obligors

            


    

    
      	
              (a)

            	
              In
                respect of any Obligor incorporated in the United
                Kingdom:

            


    

     

    
      	 	
              (i)

            	
              its
                obligations under Clauses 19
                (Fees), 20
                (Tax
                Gross-up and indemnities), 21
                (Increased
                costs), 22
                (Other
                indemnities), 24
                (Costs
                and Expenses)
                and 25
                (Guarantee
                and Indemnity)
                shall take effect on (but not before) Closing;
                and

            


    

     

    
      	 	
              (ii)

            	
              its
                obligations under the Finance Documents shall only take effect to
                the
                extent that it would not constitute unlawful financial assistance
                within
                the meaning of Sections 151 and 152 of the Companies Act
                1985.

            


    

     

    
      	
              (b)

            	
              The
                operation of this Clause 2.5
                shall not in any respect override the requirement for the Facility
                Agent
                to receive all the conditions precedent referred to in
                Clause 4.1
                (Initial
                conditions precedent).

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              3.1

            	
              Purpose

            


    

    
      	
              (a)

            	
              Each
                Borrower shall apply all amounts borrowed by it under a Term Facility
                (other than the Uncommitted Acquisition Facility) to
                finance:

            


    

     

    
      	 	
              (i)

            	
              a
                reduction in the share capital of the Company (the "Capital
                Reduction")
                and the payment of a dividend by the
                Company;

            


    

     

    
      	 	
              (ii)

            	
              the
                payment of costs and expenses incurred by the Company, any other
                member of
                the Group or any Investor in connection with the Capital Reduction,
                the
                dividend referred to in (i) above, the Transaction and the Transaction
                Documents and the reimbursement of costs and expenses incurred by
                Newton
                related thereto; and

            


    

     

    
      	 	
              (iii)

            	
              the
                refinancing of existing indebtedness of the Group (including any
                related
                fees, costs and expenses of such
                refinancing),

            


    

     

    in
      each
      case in accordance with the Structure Memorandum and the Funds Flow
      Statement.

     

    
      	
              (b)

            	
              Each
                Borrower shall apply all amounts borrowed by it under the Uncommitted
                Acquisition Facility towards financing or refinancing payments made
                in
                respect of:

            


    

     

    
      	 	
              (i)

            	
              Permitted
                Acquisitions (other than the
                Acquisition);

            


    

     

    
      	 	
              (ii)

            	
              the
                payment of costs and expenses incurred by the Borrowers or any other
                member of the Group in connection with a Permitted Acquisition (other
                than
                the Acquisition);

            


    

     

    
      	 	
              (iii)

            	
              the
                refinancing of indebtedness of entities acquired pursuant to a Permitted
                Acquisition (other than the Acquisition) (including loans made to
                those
                entities to effect such refinancing);
                and

            


    

     

    
      	 	
              (iv)

            	
              costs,
                Capital Expenditure and expenses related to restructuring (including,
                without limitation, relocations, redundancies, carve outs and corporate
                reorganisations) or to refinance such expenditure (including the
                proceeds
                of utilisations of the Revolving Facility) in relation to a Permitted
                Acquisition (other than the Acquisition) or any other
                restructuring.

            


    

     

    
      	
              (c)

            	
              Subject
                to Clause 2.4
                (Acquisition
                Loans),
                each Revolving Facility Borrower shall apply all amounts borrowed
                by it
                under the Revolving Facility, any Letter of Credit and any utilisation
                of
                any Ancillary Facility or Fronted Ancillary Facility to finance or
                refinance:

            


    

     

    
      	 	
              (i)

            	
              Permitted
                Acquisitions;

            


    

     

    
      	 	
              (ii)

            	
              the
                payment of costs and expenses incurred by the Borrowers or any other
                member of the Group in connection with a Permitted
                Acquisition;

            


    

     

    
      	 	
              (iii)

            	
              the
                refinancing of indebtedness of entities acquired pursuant to a Permitted
                Acquisition (including loans made to those entities to effect such
                refinancing);

            


    

     

    
      	 	
              (iv)

            	
              costs,
                Capital Expenditure and expenses related to restructuring (including,
                without limitation, relocations, redundancies, carve outs and corporate
                reorganisations) or to refinance such expenditure in relation to
                a
                Permitted Acquisition or any other
                restructuring;

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              the
                purposes set out in paragraph (a) above;
                and

            


    

     

    
      	 	
              (vi)

            	
              the
                general corporate purposes of the
                Group,

            


    

     

    to
      the
      extent drawn on Closing, in accordance with the Structure Memorandum and the
      Funds Flow Statement.

     

    
      	
              3.2

            	
              Monitoring

            


    

    No
      Finance Party is bound to monitor or verify the application of any amount
      borrowed pursuant to this Agreement.

     

    
      	
              4.

            	
              
                CONDITIONS
                  OF UTILISATION

              

            


    

     

    
      	
              4.1

            	
              Initial
                conditions precedent

            


    

    The
      Lenders will only be obliged to comply with Clause 5.4
      (Lenders'
      participation)
      in
      relation to any Utilisation (other than in respect of the Uncommitted
      Acquisition Facility) if: 

     

    
      	 	
              (a)

            	
              prior
                to Closing, each Closing Obligor has become an Additional Guarantor
                in
                accordance with Clause 32 (Changes
                to the Obligors)
                and provided the Transaction Security listed in paragraph 3(b) of
                Part I
                of Schedule 2 (Conditions
                precedent and conditions subsequent);
                and

            


    

     

    
      	 	
              (b)

            	
              on
                or before the Utilisation Date for that Utilisation, the Facility
                Agent
                has received or is satisfied that it will receive all of the documents
                and
                other evidence listed in Part I of Schedule 2 (Conditions
                precedent and conditions subsequent)
                in form and substance satisfactory to the Facility Agent (acting
                reasonably and on the instructions of the Majority Lenders,
                

            


    

     

    provided
      that
      the
      consent of 85 per cent. of the Lenders will be required to waive any
      conditions set out in Part I of Schedule 2 (Conditions
      precedent and conditions subsequent)
      that
      are highlighted with an asterisk). The Facility Agent shall notify the Company
      and the Lenders promptly upon being so satisfied. 

     

    
      	
              4.2

            	
              Conditions
                to Utilisation

            


    

    
      	
              (a)

            	
              Subject
                to Clause 4.5
                (Certain
                Funds),
                the Lenders will only be obliged to comply with Clause 5.4
                (Lenders'
                participation),
                if on the date of the Utilisation Request and on the relevant Utilisation
                Date:

            


    

     

    
      	 	
              (i)

            	
              no
                Event of Default or Default is continuing or would occur as a result
                of
                the proposed Utilisation; and 

            


    

     

    
      	 	
              (ii)

            	
              the
                Repeating Representations that are stipulated to be made by an Obligor
                on
                the relevant Utilisation Date are true and accurate (in all material
                respects in the case of Repeating Representations to which a materiality
                test is not already applied in accordance with their terms) by reference
                to the facts then subsisting and will remain true and accurate immediately
                after the Utilisation. 

            


    

     

    
      	
              (b)

            	
              The
                conditions specified in paragraph (a) above shall not apply to Rollover
                Loans unless the Facility Agent has served a notice pursuant to Clause
                30.21
                (Acceleration)
                after the applicable Certain Funds Period has
                ended.

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              Conditions
                relating to Optional
                Currencies

            


    

    
      	
              (a)

            	
              A
                currency will constitute an Optional Currency in relation to a Revolving
                Facility Utilisation if it is euro or sterling
                or:

            


    

     

    
      	 	
              (i)

            	
              is
                readily available in the amount required and freely convertible into
                the
                Base Currency in the Relevant Interbank Market at the Specified Time
                or,
                if later, on the date the Facility Agent receives the relevant Utilisation
                Request and the Utilisation Date for that Utilisation;
                and

            


    

     

    
      	 	
              (ii)

            	
              it
                has been approved by the Facility Agent (acting on the instructions
                of all
                the Lenders participating in the Revolving Facility, acting reasonably)
                on
                or prior to receipt by the Facility Agent of the relevant Utilisation
                Request for that Utilisation.

            


    

     

    
      	
              (b)

            	
              If
                the Facility Agent has received a written request from the Company
                for a
                currency to be approved under paragraph (a)(ii) above, the Facility
                Agent
                will confirm to the Company by the Specified
                Time:

            


    

     

    
      	 	
              (i)

            	
              whether
                or not the Lenders have granted their approval;
                and

            


    

     

    
      	 	
              (ii)

            	
              if
                approval has been granted, the minimum amount (approximately equivalent
                to
                the minimum amount for a Utilisation in the Base Currency) for any
                subsequent Utilisation in that
                currency.

            


    

     

    
      	
              4.4

            	
              Maximum
                number of Utilisations

            


    

    
      	
              (a)

            	
              A
                Borrower (or the Company) may not deliver a Utilisation Request if
                as a
                result of the proposed Utilisation:

            


    

     

    
      	 	
              (i)

            	
              more
                than 15 Term Loans (excluding any Acquisition Facility Loans);
                or

            


    

     

    
      	 	
              (ii)

            	
              more
                than 30 Utilisations under the Revolving Facility;
                or

            


    

     

    
      	 	
              (iii)

            	
              more
                than the number of Acquisition Facility Loans agreed between the
                Facility
                Agent (acting on the instructions of the Acquisition Facility Lenders)
                and
                the Company,

            


    

     

    would
      be
      outstanding.

     

    
      	
              (b)

            	
              A
                Borrower (or the Company) may not request that a Term Loan be divided
                if,
                as a result of the proposed division, 15 or more Term Loans would
                be
                outstanding (excluding any Acquisition Facility Loans).
                

            


    

     

    
      	
              (c)

            	
              Any
                Loan made by a single Lender under Clause 9.2
                (Unavailability
                of a currency)
                shall not be taken into account in this Clause 4.4.

            


    

     

    
      	
              (d)

            	
              Subject
                to paragraph (a) above, a Borrower (or the Company) may not request
                that a
                Letter of Credit be issued under the Revolving Facility if, as a
                result of
                the proposed Utilisation, 10 or more Letters of Credit would be
                outstanding. 

            


    

     

    
      	
              4.5

            	
              Certain
                Funds

            


    

    
      	
              (a)

            	
              Notwithstanding
                the provisions of Clause 4.2
                (Conditions
                to Utilisation):

            


    

     

    
      	 	
              (i)

            	
              a
                Utilisation of:

            


    

     

    
      	 	
              (A)

            	
              the
                Term Facilities (other than the Uncommitted Acquisition Facility)
                for the
                purposes specified in paragraph (a) of Clause 3.1
                (Purpose);
                or

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              the
                Revolving Facility (but only to the extent drawn on Closing) for
                the
                purposes specified in paragraphs (c)(v) and (vi) of
                Clause 3.1
                (Purpose);
                or

            


    

     

    
      	 	
              (ii)

            	
              subject
                to the conditions set out in the Parent Debenture and the submission
                of a
                duly completed Withdrawal Notice, any withdrawal from a Blocked
                Account,

            


    

     

    to
      be
      made within the Certain Funds Period shall (in each case) be made
      notwithstanding:

     

    
      	 	
              (A)

            	
              that
                all the representations and warranties in Clause 26
                (Representations) (other than a Certain Funds Representation) are
                not true
                in all respects; and

            


    

     

    
      	 	
              (B)

            	
              a
                Default (other than a Certain Funds Default) is
                continuing,

            


    

     

    but
      shall
      not be required to be made if, during the Certain Funds Period, there occurs
      a
      Change of Control (other than pursuant to the Transaction) or, in respect of
      the
      participation of a Lender in a Utilisation, it is unlawful for that Lender
      to
      make the Utilisation. For the purposes of this paragraph (a) only, Change of
      Control shall be deemed to apply to the Company on the same basis that it
      applies to the Parent, mutatis
      mutandis.

     

    
      	
              (b)

            	
              Prior
                to the date falling on the last day of the Certain Funds Period for
                the
                respective Facility, the Lenders will not exercise their rights under
                Clause 30.21
                (Acceleration),
                exercise any right of rescission or exercise any right of set-off,
                in each
                case to prevent any Utilisation referred to in paragraph (a) of this
                Clause 4.5.

            


    

     

    
      	
              (c)

            	
              For
                the avoidance of doubt, save as expressly stated otherwise, this
                Clause 4.5
                does not constitute a waiver of the rights of the Lenders in respect
                of
                any Default.

            


    

     

    
      	
              (d)

            	
              For
                the avoidance of doubt, the Facility Agent shall have received all
                (unless
                it has waived such receipt) the documents and other evidence required
                by
                and in accordance with Clause 4.1
                (Initial
                conditions precedent)
                before any Utilisation may be made on
                Closing.

            


    

     

    
      	
              4.6

            	
              Debt
                Push Down 

            


    

    The
      Group
      may, as part of its efficient tax planning, enter into transactions such that
      certain existing Loans may be pushed down in order to implement a Debt Push
      Down
      and Reorganisation provided that (subject to Clause 42.2
      (Exceptions))
      such
      Debt Push Down and Reorganisation is implemented on terms which have all been
      approved by the Majority Lenders.

     

    
      	
              4.7

            	
              Intellectual
                Property Restructuring

            


    

    The
      Group
      may, as part of its efficient tax planning, enter into any Permitted
      Transactions including, without limitation, any transaction or series of
      transactions (each an "IP
      Transaction")
      for
      the sale, licence, transfer or other disposal of all or part of the intellectual
      property owned by members of the Group incorporated in the UK (the "UK
      IP")
      to
      other members of the Group incorporated outside the UK provided
      that
      unless
      the Majority Lenders otherwise agree (acting reasonably):

     

    
      	 	
              (a)

            	
              no
                Event of Default is continuing or would result from the IP
                Transaction;

            


    

     

    
      	 	
              (b)

            	
              if
                the disposing company is a Guarantor, the company to which the UK
                IP is
                transferred (the "acquiring
                company")
                must be a Guarantor or the acquiring company shall have acceded as
                an
                Additional Guarantor in accordance with Clause 32
                (Changes
                to the Obligors);

            


    

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              to
                the extent that the UK IP was subject to Security in favour of the
                Lenders
                immediately prior to the IP Transaction, subject to the Security
                Principles and notwithstanding that new hardening periods would start,
                the
                Lenders will enjoy (in the reasonable opinion of the Facility Agent
                (acting on instructions of the Majority Lenders (acting reasonably))
                and
                supported by any professional opinions and reports as it reasonably
                requires) substantially the same or equivalent Security over the
                UK IP
                transferred in connection with the IP
                Transaction;

            


    

     

    
      	 	
              (d)

            	
              the
                acquiring entity must be in a jurisdiction approved by the Majority
                Lenders (acting reasonably); and

            


    

     

    
      	 	
              (e)

            	
              the
                Group will not incur any material tax liabilities as a result of
                the IP
                Transaction.

            


    

     

    SECTION
      3

     

    UTILISATION

     

    
      	
              5.

            	
              
                
                  UTILISATION
                    - LOANS

                

              

            


    

     

    
      	
              5.1

            	
              Delivery
                of a Utilisation Request

            


    

    A
      Borrower (or the Company on its behalf) may utilise a Facility by delivery
      to
      the Facility Agent of a duly completed Utilisation Request not later than the
      Specified Time (or such later time as the Facility Agent may
      agree).

     

    
      	
              5.2

            	
              Completion
                of a Utilisation Request for
                Loans

            


    

    
      	
              (a)

            	
              Each
                Utilisation Request for a Loan is irrevocable and will not be regarded
                as
                having been duly completed unless:

            


    

     

    
      	 	
              (i)

            	
              it
                identifies the Facility to be utilised and, in the case of a Revolving
                Facility Loan, the designation as an Acquisition Loan (if
                applicable);

            


    

     

    
      	 	
              (ii)

            	
              the
                proposed Utilisation Date is a Business Day within the Availability
                Period
                applicable to that Facility;

            


    

     

    
      	 	
              (iii)

            	
              the
                currency and amount of the Utilisation comply with
                Clause 5.3
                (Currency
                and amount);
                

            


    

     

    
      	 	
              (iv)

            	
              in
                respect of any Utilisation drawn on Closing, the account specified
                therein
                is the Lender Blocked Account; and

            


    

     

    
      	 	
              (v)

            	
              the
                proposed Interest Period complies with Clause 17
                (Interest
                Periods).

            


    

     

    
      	
              (b)

            	
              Multiple
                Utilisations may be requested in a single Utilisation Request where
                the
                proposed Utilisation Date is Closing. Only one Utilisation may be
                requested in each subsequent Utilisation Request but more than one
                Utilisation Request may be delivered on the same
                day.

            


    

     

    
      	
              5.3

            	
              Currency
                and amount

            


    

    
      	
              (a)

            	
              The
                currency specified in a Utilisation Request must
                be:

            


    

     

    
      	 	
              (i)

            	
              in
                relation to a Term Facility (other than the Uncommitted Acquisition
                Facility), the Base Currency;

            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              in
                relation to the Uncommitted Acquisition Facility, the Base Currency
                or any
                other currency agreed between the Facility Agent (acting on instructions
                of the Acquisition Facility Lenders) and the Company;
                and

            


    

     

    
      	 	
              (iii)

            	
              in
                relation to the Revolving Facility, the Base Currency or an Optional
                Currency.

            


    

     

    
      	
              (b)

            	
              The
                amount of the proposed Utilisation must
                be:

            


    

     

    
      	 	
              (i)

            	
              a
                minimum of $10,000,000 for Facility A or, if less, the Available
                Facility;

            


    

     

    
      	 	
              (ii)

            	
              a
                minimum of $10,000,000 for Facility B or, if less, the Available
                Facility;

            


    

     

    
      	 	
              (iii)

            	
              a
                minimum of $10,000,000 for Facility C or, if less, the Available
                Facility;

            


    

     

    
      	 	
              (iv)

            	
              a
                minimum amount as agreed between the Facility Agent (acting on
                instructions of the Acquisition Facility Lenders) and the Company
                for the
                Uncommitted Acquisition Facility or, if less, the Available Facility;
                or

            


    

     

    
      	 	
              (v)

            	
              for
                the Revolving Facility:

            


    

     

    
      	 	
              (A)

            	
              if
                the currency selected is the Base Currency, a minimum of $2,000,000
                or, if
                less, the Available Facility; or

            


    

     

    
      	 	
              (B)

            	
              if
                the currency selected is an Optional Currency, the minimum amount
                specified by the Facility Agent pursuant to paragraph (b)(ii) of
                Clause 4.3
                (Conditions
                relating to Optional Currencies)
                or, if less, the Available
                Facility.

            


    

     

    
      	
              5.4

            	
              Lenders'
                participation

            


    

    
      	
              (a)

            	
              If
                the conditions set out in this Agreement have been met, each Lender
                shall
                make its participation in each Loan available by the Utilisation
                Date
                through its Facility Office.

            


    

     

    
      	
              (b)

            	
              The
                amount of each Lender's participation in each Loan will be equal
                to the
                proportion borne by its Available Commitment to the Available Facility
                immediately prior to making the
                Loan.

            


    

     

    
      	
              (c)

            	
              The
                Facility Agent shall determine the Base Currency Amount of each Revolving
                Facility Loan which is to be made in an Optional Currency and notify
                each
                Lender of the amount, currency and the Base Currency Amount of each
                Loan
                and the amount of its participation in that Loan by the Specified
                Time.

            


    

     

    
      	
              5.5

            	
              Limitations
                on Utilisations

            


    

    
      	
              (a)

            	
              Neither
                the Revolving Facility nor the Uncommitted Acquisition Facility shall
                be
                utilised unless a Utilisation has been made (or will be made
                simultaneously) under a Term Facility (other than the Uncommitted
                Acquisition Facility).

            


    

     

    
      	
              (b)

            	
              Notwithstanding
                any other provision of this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              the
                maximum aggregate Base Currency Amount of all Letters of Credit under
                the
                Revolving Facility shall not exceed $25,000,000;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                maximum aggregate amount of the Ancillary Commitments, the Fronting
                Ancillary Commitments and the Fronted Ancillary Commitments of all
                Lenders
                shall not exceed $75,000,000.

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	
              5.6

            	
              Limitation
                on Revolving Facility Loans beyond the Conversion
                Date

            


    

    No
      Utilisation of the Revolving Facility may be requested that would cause the
      total amount of the Revolving Facility Loans (excluding any Acquisition Loans)
      outstanding on or after the Conversion Date to be greater than the Total
      Revolving Facility Commitments as reduced on the Conversion Date in accordance
      with Clause 8
      (Conversion
      of Acquisition Loans).

     

    
      	
              5.7

            	
              Pro
                Rata Drawings

            


    

    The
      Company shall ensure that to the extent not fully utilised on Closing, Facility
      A, Facility B and Facility C and the Mezzanine Facility are drawn
      proportionately to each other.

     

    
      	
              5.8

            	
              Withdrawal
                Notice

            


    

    
      	
              (a)

            	
              The
                Company (on behalf of the Parent) shall deliver to the Security Agent
                a
                duly completed Withdrawal Notice at the same time that it delivers
                the
                first Utilisation Request under this
                Agreement.

            


    

     

    
      	
              (b)

            	
              Such
                Withdrawal Notice is irrevocable and will not be regarded as having
                been
                duly completed unless:

            


    

     

    
      	 	
              (i)

            	
              it
                identifies the intended Scheme Date (on the understanding that, for
                the
                avoidance of doubt, the actual Scheme Date may fall after that
                date);

            


    

     

    
      	 	
              (ii)

            	
              it
                identifies all payments to be made from a Blocked Account on the
                Scheme
                Date in accordance with the Structure Memorandum and the Funds Flow
                Statement; and

            


    

     

    
      	 	
              (iii)

            	
              it
                includes detailed payment instructions for each individual recipient
                of a
                payment from a Blocked Account on the Scheme
                Date.

            


    

     

    
      	
              (c)

            	
              For
                the avoidance of doubt, all instructions set out in the Withdrawal
                Notice
                shall be subject to the occurrence of the Scheme Date and the conditions
                for withdrawal from the Blocked Accounts set out in the Parent
                Debenture.

            


    

     

    
      	
              (d)

            	
              Unless
                otherwise agreed between the Company and the Majority Lenders (acting
                reasonably), only three recipients shall be designated for the payment
                to
                be made to the public under Step 15 of the Structure
                Memorandum.

            


    

     

    
      	
              6.

            	
              
                UTILISATION
                  - LETTERS OF CREDIT

              

            


    

     

    
      	
              6.1

            	
              The
                Revolving Facility

            


    

    
      	
              (a)

            	
              The
                Revolving Facility may be utilised by way of Letters of
                Credit.

            


    

     

    
      	
              (b)

            	
              Other
                than Clause 5.5
                (Limitations
                on Utilisations),
                Clause 5
                (Utilisation
                - Loans)
                does not apply to utilisations by way of Letters of
                Credit.

            


    

     

    
      	
              6.2

            	
              Delivery
                of a Utilisation Request for Letters of
                Credit

            


    

    A
      Revolving Facility Borrower (or the Company on its behalf) may request a Letter
      of Credit to be issued by delivery to the Facility Agent of a duly completed
      Utilisation Request not later than the Specified Time (or such later time as
      the
      Facility Agent may agree).

     

    
      	
              6.3

            	
              Completion
                of a Utilisation Request for Letters of
                Credit

            


    

    Each
      Utilisation Request for a Letter of Credit is irrevocable and will not be
      regarded as having been duly completed unless:

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              it
                specifies that it is for a Letter of
                Credit;

            


    

     

    
      	 	
              (b)

            	
              it
                identifies the Revolving Facility Borrower of the Letter of
                Credit;

            


    

     

    
      	 	
              (c)

            	
              it
                identifies the Issuing Bank which is to issue the Letter of
                Credit;

            


    

     

    
      	 	
              (d)

            	
              the
                proposed Utilisation Date is a Business Day within the Availability
                Period
                applicable to the Revolving
                Facility;

            


    

     

    
      	 	
              (e)

            	
              the
                currency and amount of the Letter of Credit comply with
                Clause 6.4
                (Currency
                and amount);

            


    

     

    
      	 	
              (f)

            	
              the
                form of Letter of Credit is attached and is agreed with the Issuing
                Bank
                or is substantially in the form set out in Schedule 11 (Form
                of Letter of Credit);

            


    

     

    
      	 	
              (g)

            	
              the
                delivery instructions for the Letter of Credit are
                specified;

            


    

     

    
      	 	
              (h)

            	
              the
                Issuing Bank is not prohibited from dealing with the beneficiary
                of the
                Letter of Credit by any applicable law, regulation or internal
                requirement;

            


    

     

    
      	 	
              (i)

            	
              the
                termination date for the Letter of Credit is no later than the Termination
                Date for the Revolving Facility or, if later, the conditions in
                Clause 6.8
                (Cash
                Cover)
                are satisfied.

            


    

     

    
      	
              6.4

            	
              Currency
                and amount

            


    

    
      	
              (a)

            	
              The
                currency specified in a Utilisation Request must be the Base Currency
                or
                an Optional Currency.

            


    

     

    
      	
              (b)

            	
              Subject
                to Clause 5.5
                (Limitations
                on Utilisations),
                the amount of the proposed Letter of Credit must be an amount whose
                Base
                Currency Amount is not more than the Available Facility and which
                is:

            


    

     

    
      	 	
              (i)

            	
              if
                the currency selected is the Base Currency, a minimum of $2,000,000
                (or
                equivalent) or, if less, the Available Facility;
                or

            


    

     

    
      	 	
              (ii)

            	
              if
                the currency selected is an Optional Currency, the minimum amount
                specified by the Facility Agent pursuant to paragraph (b)(ii) of
                Clause 4.3
                (Conditions
                relating to Optional Currencies)
                (such minimum amount may be revalued by the Facility Agent at normal
                intervals from the date of the Letter of Credit) or, if less, the
                Available Facility. 

            


    

     

    
      	
              6.5

            	
              Issue
                of Letters of Credit

            


    

    
      	
              (a)

            	
              If
                the conditions set out in this Agreement have been met, the Issuing
                Bank
                shall issue the Letter of Credit on the Utilisation
                Date.

            


    

     

    
      	
              (b)

            	
              Subject
                to Clause 4.5
                (Certain
                Funds),
                the Issuing Bank will only be obliged to comply with paragraph (a)
                above
                if on the date of the Utilisation Request or Renewal Request and
                on the
                proposed Utilisation Date:

            


    

     

    
      	 	
              (i)

            	
              in
                the case of a Letter of Credit to be renewed in accordance with
                Clause 6.6
                (Renewal
                of a Letter of Credit)
                no notice of acceleration or cancellation has been given pursuant
                to
                Clause 30.21
                (Acceleration)
                as a result of the occurrence of an Event of Default and, in the
                case of
                any other Utilisation, no Default is continuing or would occur as
                a result
                from the proposed Utilisation; and

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              in
                relation to a Utilisation on Closing, all the representations and
                warranties in Clause 26 (Representations)
                which are made or deemed to be made on Closing are true and accurate
                or,
                in relation to any other Utilisation (other than pursuant to a Renewal
                Request), the Repeating Representations that are stipulated to be
                made by
                each Obligor on the relevant Utilisation Date are true and accurate
                (in
                all material respects in the case of Repeating Representations to
                which a
                materiality test is not already applied in accordance with their
                terms).

            


    

     

    
      	
              (c)

            	
              The
                amount of each Lender's participation in each Letter of Credit will
                be
                equal to the proportion borne by its Available Commitment to the
                Available
                Facility (in each case in relation to the Revolving Facility) immediately
                prior to the issue of the Letter of
                Credit.

            


    

     

    
      	
              (d)

            	
              The
                Facility Agent shall determine the Base Currency Amount of each Letter
                of
                Credit which is to be issued in an Optional Currency and shall notify
                the
                Issuing Bank and each Lender of the details of the requested Letter
                of
                Credit and its participation in that Letter of Credit by the Specified
                Time.

            


    

     

    
      	
              6.6

            	
              Renewal
                of a Letter of Credit

            


    

    
      	
              (a)

            	
              A
                Revolving Facility Borrower (or the Company on its behalf) may request
                that any Letter of Credit issued on behalf of that Revolving Facility
                Borrower be renewed by delivery to the Facility Agent of a Renewal
                Request
                in substantially similar form to a Utilisation Request for a Letter
                of
                Credit by the Specified Time.

            


    

     

    
      	
              (b)

            	
              The
                Finance Parties shall treat any Renewal Request in the same way as
                a
                Utilisation Request for a Letter of Credit except that the conditions
                set
                out in paragraph (f) of Clause 6.3
                (Completion
                of a Utilisation Request for Letters of Credit)
                shall not apply.

            


    

     

    
      	
              (c)

            	
              The
                terms of each renewed Letter of Credit shall be the same as those
                of the
                relevant Letter of Credit immediately prior to its renewal, except
                that:

            


    

     

    
      	 	
              (i)

            	
              its
                amount may be less than the amount of the Letter of Credit immediately
                prior to its renewal; and

            


    

     

    
      	 	
              (ii)

            	
              its
                Term shall start on the date which was the Expiry Date of the Letter
                of
                Credit immediately prior to its renewal, and shall end on the proposed
                Expiry Date specified in the Renewal
                Request.

            


    

     

    
      	
              (d)

            	
              If
                the conditions set out in this Agreement have been met, the Issuing
                Bank
                shall amend and re-issue any Letter of Credit pursuant to a Renewal
                Request.

            


    

     

    
      	
              6.7

            	
              Revaluation
                of Letters of Credit

            


    

    
      	
              (a)

            	
              If
                any Letters of Credit are denominated in an Optional Currency, the
                Facility Agent shall at annual intervals after the date of the respective
                Letter of Credit recalculate the Base Currency Amount of each Letter
                of
                Credit by notionally converting into the Base Currency the outstanding
                amount of that Letter of Credit on the basis of the Facility Agent's
                Spot
                Rate of Exchange on the date of
                calculation.

            


    

     

    
      	
              (b)

            	
              The
                Company shall, if requested by the Facility Agent within five Business
                Days of any calculation under paragraph (a) above, ensure that within
                three Business Days sufficient Revolving Facility Utilisations are
                prepaid
                to prevent the Base Currency Amount of the Revolving Facility Utilisations
                exceeding the Total Revolving Facility Commitments (after deducting
                the
                total Ancillary Commitments, Fronting Ancillary Commitments and Fronted
                Ancillary Commitments) by more than 5 per cent. following any adjustment
                to a Base Currency Amount under paragraph (a) of this Clause 6.7.

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
              6.8

            	
              Cash
                Cover

            


    

    If
      the
      Facilities are prepaid in full or on the Termination Date for the Revolving
      Facility if there are Letters of Credit outstanding the Company
      shall:

     

    
      	 	
              (a)

            	
              provide
                cash cover in an amount not exceeding the maximum principal amount
                of any
                such outstanding Letters of Credit;
                or

            


    

     

    
      	 	
              (b)

            	
              provide
                counter-indemnification by a financial institution approved by the
                Issuing
                Bank in respect of each such Letter of
                Credit.

            


    

     

    Any
      such
      outstanding Letter of Credit may remain outstanding for a period of up to 12
      months following the Termination Date for the Revolving Facilities if so
      cash-collateralised or counter-indemnified.

     

    
      	
              7.

            	
              
                LETTERS
                  OF CREDIT

              

            


    

     

    
      	
              7.1

            	
              Immediately
                payable

            


    

    If
      a
      Letter of Credit or any amount outstanding under a Letter of Credit is expressed
      to be immediately payable, the Borrower that requested (or on behalf of which
      the Company requested) the issue of that Letter of Credit shall repay or prepay
      that amount immediately.

     

    
      	
              7.2

            	
              Claims
                under a Letter of Credit

            


    

    
      	
              (a)

            	
              Each
                Revolving Facility Borrower irrevocably and unconditionally authorises
                the
                Issuing Bank to pay any claim made or purported to be made under
                a Letter
                of Credit requested by it (or requested by the Company on its behalf)
                and
                which appears on its face to be in order (in this Clause 7,
                a
                "claim").

            


    

     

    
      	
              (b)

            	
              Each
                Revolving Facility Borrower shall immediately on demand, or if such
                payment is being funded by a Revolving Facility Loan, within four
                Business
                Days of demand, pay to the Facility Agent for the Issuing Bank an
                amount
                equal to the amount of any claim.

            


    

     

    
      	
              (c)

            	
              Each
                Revolving Facility Borrower acknowledges that the Issuing
                Bank:

            


    

     

    
      	 	
              (i)

            	
              is
                not obliged to carry out any investigation or seek any confirmation
                from
                any other person before paying a claim;
                and

            


    

     

    
      	 	
              (ii)

            	
              deals
                in documents only and will not be concerned with the legality of
                a claim
                or any underlying transaction or any available set-off, counterclaim
                or
                other defence of any person.

            


    

     

    
      	
              (d)

            	
              The
                obligations of a Revolving Facility Borrower under this
                Clause 7
                will not be affected by:

            


    

     

    
      	 	
              (i)

            	
              the
                sufficiency, accuracy or genuineness of any claim or any other document;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                incapacity of, or limitation on the powers of, any person signing
                a claim
                or other document.

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	
              7.3

            	
              Indemnities

            


    

    
      	
              (a)

            	
              Each
                Revolving Facility Borrower shall immediately on demand, or if such
                payment is being funded by a Revolving Facility Loan, within four
                Business
                Days of demand, indemnify the Issuing Bank against any cost, loss
                or
                liability incurred by the Issuing Bank (otherwise than by reason
                of the
                Issuing Bank's gross negligence or wilful misconduct) in acting as
                the
                Issuing Bank under any Letter of Credit requested by (or on behalf
                of)
                that Revolving Facility Borrower.

            


    

     

    
      	
              (b)

            	
              Each
                Lender shall (according to its L/C Proportion) immediately on demand
                indemnify the Issuing Bank against any cost, loss or liability incurred
                by
                the Issuing Bank (otherwise than by reason of the Issuing Bank's
                gross
                negligence or wilful misconduct) in acting as the Issuing Bank under
                any
                Letter of Credit (unless the Issuing Bank has been reimbursed by
                an
                Obligor pursuant to a Finance
                Document).

            


    

     

    
      	
              (c)

            	
              If
                any Lender is not permitted (by its constitutional documents or any
                applicable law) to comply with paragraph (b) above, then that Lender
                will
                not be obliged to comply with paragraph (b) and shall instead be
                deemed to
                have taken, on the date the Letter of Credit is issued (or if later,
                on
                the date the Lender's participation in the Letter of Credit is transferred
                or assigned to the Lender in accordance with the terms of this Agreement),
                an undivided interest and participation in the Letter of Credit in
                an
                amount equal to its L/C Proportion of that Letter of Credit. On receipt
                of
                demand from the Facility Agent, that Lender shall pay to the Facility
                Agent (for the account of the Issuing Bank) an amount equal to its
                L/C
                Proportion of the amount demanded.

            


    

     

    
      	
              (d)

            	
              The
                Revolving Facility Borrower which requested (or on behalf of which
                the
                Company requested) a Letter of Credit shall immediately on demand
                reimburse any Lender for any payment it makes to the Issuing Bank
                under
                this Clause 7.3
                in
                respect of that Letter of Credit.

            


    

     

    
      	
              (e)

            	
              The
                obligations of each Lender under this Clause 7
                are continuing obligations and will extend to the ultimate balance
                of sums
                payable by that Lender in respect of any Letter of Credit, regardless
                of
                any intermediate payment or discharge in whole or in
                part.

            


    

     

    
      	
              (f)

            	
              The
                obligations of any Lender or any Revolving Facility Borrower under
                this
                Clause 7
                will not be affected by any act, omission, matter or thing which,
                but for
                this Clause 7,
                would reduce, release or prejudice any of its obligations under this
                Clause 7
                (without limitation and whether or not known to it or any other person)
                including:

            


    

     

    
      	 	
              (i)

            	
              any
                time, waiver or consent granted to, or composition with, any Obligor,
                any
                beneficiary under a Letter of Credit or any other
                person;

            


    

     

    
      	 	
              (ii)

            	
              the
                release of any other Obligor or any other person under the terms
                of any
                composition or arrangement with any creditor or any member of the
                Group;

            


    

     

    
      	 	
              (iii)

            	
              the
                taking, variation, compromise, exchange, renewal or release of, or
                refusal
                or neglect to perfect, take up or enforce, any rights against, or
                security
                over assets of, any Obligor, any beneficiary under a Letter of Credit
                or
                other person or any non-presentation or non-observance of any formality
                or
                other requirement in respect of any instrument or any failure to
                realise
                the full value of any security;

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              any
                incapacity or lack of power, authority or legal personality of or
                dissolution or change in the members or status of an Obligor or any
                beneficiary under a Letter of Credit or any other
                person;

            


    

     

    
      	 	
              (v)

            	
              any
                amendment (however fundamental) or replacement of a Finance Document,
                any
                Letter of Credit (if made with the consent of the Company) or any
                other
                document or security;

            


    

     

    
      	 	
              (vi)

            	
              any
                unenforceability, illegality or invalidity of any obligation of any
                person
                under any Finance Document, any Letter of Credit or any other document
                or
                security; or

            


    

     

    
      	 	
              (vii)

            	
              any
                insolvency or similar proceedings.

            


    

     

    
      	
              7.4

            	
              Rights
                of contribution

            


    

    No
      Obligor will be entitled to any right of contribution or indemnity from any
      Finance Party in respect of any payment it may make under this Clause
7.

     

    
      	
              7.5

            	
              Settlement
                Conditional

            


    

    Any
      settlement or discharge between a Lender and the Issuing Bank shall be
      conditional upon no security or payment to the Issuing Bank by a Lender or
      any
      other person on behalf of a Lender being avoided or reduced by virtue of any
      laws relating to bankruptcy, insolvency, liquidation or similar laws of general
      application and, if any such security or payment is so avoided or reduced,
      the
      Issuing Bank shall be entitled to recover the value or amount of such security
      or payment from such Lender subsequently as if such settlement or discharge
      had
      not occurred.

     

    
      	
              7.6

            	
              Exercise
                of Rights

            


    

    The
      Issuing Bank shall not be obliged before exercising any of the rights, powers
      or
      remedies conferred upon it in respect of any Lender by this Agreement or by
      law:

     

    
      	 	
              (a)

            	
              to
                take any action or obtain judgment in any court against any
                Obligor;

            


    

     

    
      	 	
              (b)

            	
              to
                make or file any claim or proof in a winding-up or dissolution of
                any
                Obligor; or

            


    

     

    
      	 	
              (c)

            	
              to
                enforce or seek to enforce any other security taken in respect of
                any of
                the obligations of any Obligor under this
                Agreement.

            


    

     

    
      	
              8.

            	
              
                CONVERSION
                  OF ACQUISITION LOANS

              

            


    

     

    
      	
              (a)

            	
              Subject
                to the terms and conditions of this Clause 8,
                on the Conversion Date each Acquisition Loan shall be converted into
                a
                term loan (an "Acquisition
                Term Loan").

            


    

     

    
      	
              (b)

            	
              The
                conversion made under paragraph (a) above shall be unconditional
                and
                irrevocable.

            


    

     

    
      	
              (c)

            	
              The
                Total Revolving Facility Commitments shall be permanently reduced
                by the
                amount of the Acquisition Sub-Limit from the Conversion
                Date.

            


    

     

    
      	
              (d)

            	
              The
                first Interest Period for each Acquisition Term Loan shall commence
                on the
                Conversion Date, and shall be of a duration determined in accordance
                with
                Clause 16
                (Interest).
                The period for which Acquisition Term Loans are outstanding will
                be
                divided into successive Interest Periods each of which shall start
                on the
                last day of the preceding period.

            


    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              
                OPTIONAL
                  CURRENCIES

              

            


    

     

    
      	
              9.1

            	
              Selection
                of currency

            


    

    A
      Revolving Facility Borrower (or the Company on its behalf) shall select the
      currency of a Revolving Facility Utilisation in a Utilisation
      Request.

     

    
      	
              9.2

            	
              Unavailability
                of a currency

            


    

    If
      before
      the Specified Time on any Quotation Day:

     

    
      	 	
              (a)

            	
              a
                Lender notifies the Facility Agent that the Optional Currency requested
                is
                not readily available to it in the amount required;
                or

            


    

     

    
      	 	
              (b)

            	
              a
                Lender notifies the Facility Agent that compliance with its obligation
                to
                participate in a Loan in the proposed Optional Currency would contravene
                a
                law or regulation applicable to it,

            


    

     

    then
      the
      Facility Agent will give notice to the relevant Revolving Facility Borrower
      to
      that effect by the Specified Time on that day. In this event, any Lender that
      gives notice pursuant to this Clause 9.2
      will be
      required to participate in the Loan in the Base Currency (in an amount equal
      to
      that Lender's proportion of the Base Currency Amount, or in respect of a
      Rollover Loan, an amount equal to that Lender's proportion of the Base Currency
      Amount of the Rollover Loan that is due to be made) and its participation will
      be treated as a separate Loan denominated in the Base Currency during that
      Interest Period.

     

    
      	
              9.3

            	
              Facility
                Agent's calculations

            


    

    Each
      Lender's participation in a Loan will be determined in accordance with paragraph
      (b) of Clause 5.4
      (Lenders'
      participation).

     

    
      	
              9.4

            	
              Redenomination

            


    

    
      	
              (a)

            	
              The
                Lenders may, by delivering a notice to the Company (a "Redenomination
                Notice")
                no later than ten Business Days before the Redenomination Date, request
                that Facility A Loans and/or Facility B Loans and/or Facility C Loans
                in
                an aggregate principal amount (when aggregated with any loans under
                the
                Mezzanine Facility Agreement that have been or are to be redenominated)
                (the "Redenomination
                Amount")
                not exceeding $510,000,000 be redenominated into
                euro.

            


    

     

    
      	
              (b)

            	
              Each
                Redenomination Notice shall:

            


    

     

    
      	 	
              (i)

            	
              identify
                the relevant Term Facility or, as the case may be, Term Facilities
                to be
                redenominated;

            


    

     

    
      	 	
              (ii)

            	
              be
                delivered at least ten Business Days before the Redenomination
                Date;

            


    

     

    
      	 	
              (iii)

            	
              specify
                the proposed date (the "Redenomination
                Date")
                on which such redenomination is to take effect;
                and

            


    

     

    
      	 	
              (iv)

            	
              specify
                the amount of the relevant Term Facility or, as the case may be,
                Term
                Facilities to be redenominated (in compliance with the limits set
                out in
                paragraph (a) above).

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              Following
                receipt by the Company of the Redenomination Notice the Facility
                Agent or
                a financial institution nominated by the Company will enter into
                foreign
                exchange contracts on market rates (each an "Exchange
                Contract")
                pursuant to which the Facility Agent or nominated financial institution
                agrees to purchase an amount in dollars equal to the Redenomination
                Amount
                with an amount of euros (the "Exchange
                Amount")
                required to purchase that amount of dollars using the Facility Agent's
                Spot Rate of Exchange or the rate of exchange at which the nominated
                financial institution is to provide the Exchange Contract (the
                "Redenomination
                Amount")
                (provided
                that
                the Facility Agent shall consult with the Company or nominated financial
                institution in relation to the setting of the Redenomination Rate)
                for
                delivery on the Redenomination
                Date.

            


    

     

    
      	
              (d)

            	
              On
                the Redenomination Date, the Lenders will make additional Loans
                ("Redenomination
                Loans")
                in euros. The amount of each Loan shall be the Exchange Amount relating
                to
                the relevant dollar amount of Facility A, Facility B and/or Facility
                C.

            


    

     

    
      	
              (e)

            	
              Upon
                ascertaining (and in any event on the date falling three Business
                Days
                prior to the Redenomination Date) each Exchange Amount, the Facility
                Agent
                will promptly notify the Company and each Lender of the Exchange
                Amounts
                and the Redenomination Rate.

            


    

     

    
      	
              (f)

            	
              On
                the Redenomination Date:

            


    

     

    
      	 	
              (i)

            	
              each
                Redenomination Loan will be made as set out in paragraph (d) above,
                and the proceeds of such Loans shall be paid to the Facility
                Agent;

            


    

     

    
      	 	
              (ii)

            	
              the
                Facility Agent shall apply the proceeds of the Redenomination Loans
                in
                purchase of dollars in accordance with the Exchange Contracts or
                to the
                financial institution nominated by the Company pursuant to paragraph
                (c)
                above for the purchase of dollars by that financial institution in
                accordance with the Exchange Contracts;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                Facility Agent shall apply the amounts of dollars purchased pursuant
                to
                the Exchange Contracts or received from the financial institution
                nominated by the Company pursuant to paragraph (c) above in repayment
                in
                full of all Facility A Loans, Facility B Loans and Facility C Loans
                denominated in dollars which are to be
                redenominated.

            


    

     

    
      	
              (g)

            	
              On
                and following the Redenomination Date, each Redenomination Loan shall
                be a
                Facility A Loan, Facility B Loan or Facility C Loan (as the case
                may be)
                for all purposes under this
                Agreement.

            


    

     

    
      	
              (h)

            	
              The
                requirements of Clause 4.2
                (Conditions
                to Utilisation),
                Clause 4.3
                (Conditions
                relating to Optional Currencies),
                Clause 4.4
                (Maximum
                number of Utilisations)
                and Clause 5
                (Utilisation
                - Loans)
                shall be deemed to be satisfied in respect of the Redenomination
                Loans.

            


    

     

    
      	
              (i)

            	
              Only
                one Redenomination Date may occur under this
                Agreement.

            


    

     

    
      	
              (j)

            	
              Prior
                to the occurrence of the Redenomination Date, the Facility Agent
                may
                require (acting reasonably) such amendments to this Agreement to
                be made
                as are reasonably necessary to separate the Redenomination Loans
                into euro
                and dollar tranches of each relevant
                Facility.

            


    

     

    
      	
              (k)

            	
              Following
                the tranching of the Redenomination Loans, any repayment or mandatory
                prepayment of the relevant Facilities must be made pro rata to the
                outstandings under each euro and dollar
                tranche.

            


    

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                10.

              	
                
                  ANCILLARY
                    FACILITIES AND FRONTED ANCILLARY
                    FACILITIES 

                

              


      

       

      
        	
                10.1

              	
                Type
                  of Facility

              


      

      An
        Ancillary Facility or a Fronted Ancillary Facility may be by way
        of:

       

      
        	 	
                (a)

              	
                an
                  overdraft facility;

              


      

       

      
        	 	
                (b)

              	
                a
                  guarantee, bonding, documentary or stand-by letter of credit facility
                  up
                  to an aggregate amount of
                  $25,000,000;

              


      

       

      
        	 	
                (c)

              	
                a
                  short term loan facility;

              


      

       

      
        	 	
                (d)

              	
                a
                  derivatives facility;

              


      

       

      
        	 	
                (e)

              	
                a
                  foreign exchange facility; or

              


      

       

      
        	 	
                (f)

              	
                any
                  other facility or accommodation required in connection with the
                  business
                  of the Group and which is agreed by the Company with an Ancillary
                  Lender
                  or Fronting Ancillary Lender (as the case may be),
                  

              


      

       

      up
        to an
        aggregate amount of $75,000,000.

       

      
        	
                10.2

              	
                Availability

              


      

      
        	
                (a)

              	
                An
                  Ancillary Facility or Fronted Ancillary Facility shall not be made
                  available unless, not later than 3 Business Days (or such shorter
                  period
                  as the Facility Agent may agree) prior to the Ancillary Commencement
                  Date
                  for an Ancillary Facility or the Fronted Ancillary Commencement
                  Date for a
                  Fronted Ancillary Facility, the Facility Agent has received from
                  the
                  Company:

              


      

       

      
        	 	
                (i)

              	
                a
                  notice in writing requesting the establishment of an Ancillary
                  Facility or
                  Fronted Ancillary Facility (as the case may be) and
                  specifying:

              


      

       

      
        	 	
                (A)

              	
                the
                  proposed Revolving Facility Borrower(s) (or Affiliate(s) of a Revolving
                  Facility Borrower) which may use the Ancillary Facility or Fronted
                  Ancillary Facility (as the case may
                  be);

              


      

       

      
        	 	
                (B)

              	
                the
                  proposed Ancillary Commencement Date or Fronted Ancillary Commencement
                  Date (as the case may be) and expiry date of the Ancillary Facility
                  or
                  Fronted Ancillary Facility (as the case may
                  be);

              


      

       

      
        	 	
                (C)

              	
                the
                  proposed type of Ancillary Facility or Fronted Ancillary Facility
                  (as the
                  case may be) to be provided;

              


      

       

      
        	 	
                (D)

              	
                the
                  proposed Ancillary Lender or proposed Fronting Ancillary Lender
                  and each
                  Fronted Ancillary Lender (as the case may be), in each case being
                  a Lender
                  under the Revolving Facility;

              


      

       

      
        	 	
                (E)

              	
                the
                  Ancillary Commitment to apply to the Ancillary Facility or Fronting
                  Ancillary Commitment and Fronted Ancillary Commitments to apply
                  to the
                  Fronted Ancillary Facility;

              


      

       

      
        	 	
                (F)

              	
                the
                  maximum amount of the Ancillary Facility or Fronted Ancillary Facility
                  (if
                  not denominated in the Base Currency) and, if the Ancillary Facility
                  or
                  Fronted Ancillary Facility is an overdraft facility comprising
                  more than
                  one account its maximum gross amount (that amount being the "Designated
                  Gross Amount")
                  and its maximum net amount (that amount being the "Designated
                  Net Amount");
                  and

              


      

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      


      
        	 	
                (G)

              	
                the
                  proposed currency of the Ancillary Facility or Fronted Ancillary
                  Facility;

              


      

       

      
        	 	
                (ii)

              	
                a
                  copy of the proposed Ancillary Document or Fronted Ancillary Document
                  (as
                  the case may be); and

              


      

       

      
        	 	
                (iii)

              	
                any
                  other information which the Facility Agent may reasonably request
                  in
                  connection with the Ancillary Facility or Fronted Ancillary
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent shall promptly notify each Lender under the Revolving
                  Facility upon receipt of any such
                  notice.

              


      

       

      
        	
                (c)

              	
                Subject
                  to compliance with paragraph (a) above and the proposed Ancillary
                  Lender
                  having notified the Facility Agent prior to the Ancillary Commencement
                  Date that it agrees to make available that Ancillary Facility,
                  the
                  Ancillary Lender identified in the notice delivered pursuant to
                  paragraph
                  (a) above shall become an Ancillary Lender and authorised to make
                  available the proposed Ancillary Facility available with effect
                  from the
                  Ancillary Commencement Date.

              


      

       

      
        	
                (d)

              	
                Subject
                  to compliance with paragraph (a) above and the proposed Fronting
                  Ancillary
                  Lender and each Fronted Ancillary Lender having notified the Facility
                  Agent prior to the Fronted Ancillary Commencement Date that they
                  agree to
                  make available that Fronted Ancillary Facility, the Fronting Ancillary
                  Lender identified in the notice delivered pursuant to paragraph
                  (a) above
                  shall become a Fronting Ancillary Lender authorised to make available
                  the
                  proposed Fronted Ancillary Facility with effect from the Fronted
                  Ancillary
                  Commencement Date.

              


      

       

      
        	
                (e)

              	
                The
                  Facility Agent shall promptly notify the Company and the Lenders
                  of the
                  establishment of an Ancillary Facility or Fronted Ancillary (as
                  the case
                  may be).

              


      

       

      
        	
                10.3

              	
                Limitations

              


      

      
        	
                (a)

              	
                The
                  Ancillary Commitment applicable to any of the Ancillary Facilities
                  shall
                  be the amount specified in or notified under Clause 10.2 (Availability)
                  but shall not exceed the Available Commitment of that Lender under
                  the
                  Revolving Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Fronting Ancillary Commitment and each Fronted Ancillary Commitment
                  applicable to any of the Fronted Ancillary Facilities shall be
                  the amount
                  specified in or notified under Clause 10.2 (Availability)
                  but shall not exceed the any of the respective Lender's Available
                  Commitment under the Revolving
                  Facility.

              


      

       

      
        	
                10.4

              	
                Terms
                  of Ancillary Facilities and Fronted Ancillary
                  Facilities

              


      

      
        	
                (a)

              	
                Except
                  as provided below, the terms of any Ancillary Facility or Fronted
                  Ancillary Facility will be those agreed by the Ancillary Lender
                  and the
                  Company (in the case of an Ancillary Facility) or the Fronting
                  Ancillary
                  Lender and the Company (in the case of a Fronted Ancillary
                  Facility).

              


      

       

      
        	
                (b)

              	
                However,
                  those terms:

              


      

       

      
        	 	
                (i)

              	
                must
                  be based upon normal commercial terms at that time (except as varied
                  by
                  this Agreement);

              


      

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

              	
                may
                  allow only Revolving Facility Borrowers (or Affiliates of Borrowers
                  nominated pursuant to Clause 10.10
                  (Affiliates
                  of Borrowers))
                  to use the Ancillary Facility or Fronted Ancillary
                  Facility;

              


      

       

      
        	 	
                (iii)

              	
                may
                  not allow the Ancillary Outstandings to exceed the Ancillary Commitment
                  or
                  the aggregate of the Fronting Ancillary Commitment and the Fronted
                  Ancillary Commitment (as
                  applicable);

              


      

       

      
        	 	
                (iv)

              	
                may
                  not allow the Ancillary Commitment, Fronting Ancillary Commitment
                  or
                  Fronted Ancillary Commitment of a Lender to exceed the Available
                  Commitment of that Lender with respect to the Revolving Facility;
                  and

              


      

       

      
        	 	
                (v)

              	
                must
                  require that the Ancillary Commitment, Fronting Ancillary Commitment
                  or
                  Fronted Ancillary Commitment is reduced to nil, and that all Ancillary
                  Outstandings are repaid (or cash cover provided in respect of all
                  the
                  Ancillary Outstandings) not later than the Termination Date for
                  the
                  Revolving Facility.

              


      

       

      
        	
                (c)

              	
                If
                  there is any inconsistency between any term of an Ancillary Facility
                  or a
                  Fronted Ancillary Facility and any term of this Agreement, this
                  Agreement
                  shall prevail except for (i) Clause 39.3
                  (Day
                  count convention)
                  which shall not prevail for the purposes of calculating fees, interest
                  or
                  commission relating to an Ancillary Facility or Fronted Ancillary
                  Facility
                  and (ii) an Ancillary Facility or Fronted Ancillary Facility comprising
                  more than one account where the terms of the Ancillary Documents
                  or
                  Fronted Ancillary Documents (as the case may be) shall
                  prevail.

              


      

       

      
        	
                (d)

              	
                Subject
                  to compliance with paragraph (b) above, no amendment or waiver of any
                  term of any Ancillary Facility or Fronted Ancillary Facility shall
                  require
                  the consent of any Finance Party other than the relevant Ancillary
                  Lender
                  or Fronting Ancillary Lender and the Fronted Ancillary
                  Lenders.

              


      

       

      
        	
                (e)

              	
                Interest,
                  commission and fees on Ancillary Facilities or Fronted Ancillary
                  Facilities are dealt with in Clause 19.5
                  (Interest,
                  commission and fees on Ancillary Facilities and Fronted Ancillary
                  Facilities).

              


      

       

      
        	
                10.5

              	
                Repayment
                  of Ancillary Facility or Fronted Ancillary
                  Facility

              


      

      
        	
                (a)

              	
                An
                  Ancillary Facility or Fronted Ancillary Facility (as the case may
                  be)
                  shall cease to be available on the Termination Date in relation
                  to the
                  Revolving Facility or such earlier date on which its expiry date
                  occurs or
                  on which it is cancelled in accordance with the terms of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                If
                  an Ancillary Facility or Fronted Ancillary Facility (as the case
                  may be)
                  expires in accordance with its terms the Ancillary Commitment or
                  Fronted
                  Ancillary Commitment of the Ancillary Lender or Fronting Ancillary
                  Lender
                  (as the case may be) shall be reduced to zero (and its Revolving
                  Facility
                  Commitment shall be increased
                  accordingly).

              


      

       

      
        	
                (c)

              	
                No
                  Ancillary Lender or Fronting Ancillary Lender may demand repayment
                  or
                  prepayment of any amounts or demand cash cover for any liabilities
                  made
                  available or incurred by it under its Ancillary Facility or Fronted
                  Ancillary Facility (except where the Ancillary Facility or Fronted
                  Ancillary Facility is provided on a net limit basis to the extent
                  required
                  to bring any gross outstandings down to the net limit)
                  unless:

              


      

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                the
                  Total Revolving Facility Commitments have been cancelled in full,
                  or all
                  outstanding Utilisations under the Revolving Facility have become
                  due and
                  payable in accordance with the terms of this Agreement, or the
                  Facility
                  Agent has declared all outstanding Utilisations under the Revolving
                  Facility immediately due and payable, or the expiry date of the
                  Ancillary
                  Facility or Fronted Ancillary Facility occurs;
                  or

              


      

       

      
        	 	
                (ii)

              	
                it
                  becomes unlawful in any applicable jurisdiction for the Ancillary
                  Lender,
                  Fronting Ancillary Lender or Fronted Ancillary Lender (as the case
                  may be)
                  to perform any of its obligations as contemplated by this Agreement
                  or to
                  fund, issue or maintain its participation in its Ancillary Facility
                  or
                  Fronted Ancillary Facility; or

              


      

       

      
        	 	
                (iii)

              	
                the
                  Ancillary Outstandings (if any) under that Ancillary Facility or
                  Fronted
                  Ancillary Facility can be refinanced by a Revolving Facility Utilisation
                  under the Revolving Facility and the Ancillary Lender or Fronting
                  Ancillary Lender gives sufficient notice to enable a Utilisation
                  of the
                  Revolving Facility to be made to refinance those Ancillary
                  Outstandings.

              


      

       

      
        	
                (d)

              	
                For
                  the purposes of determining whether or not the Ancillary Outstandings
                  under an Ancillary Facility or Fronted Ancillary Facility mentioned
                  in
                  sub-paragraph (iii) of paragraph (c) above can be refinanced by
                  a
                  Utilisation of the Revolving
                  Facility:

              


      

       

      
        	 	
                (i)

              	
                the
                  Revolving Facility Commitment of the Ancillary Lender or Fronting
                  Ancillary Lender will be increased by the amount of the respective
                  Ancillary Commitment or Fronted Ancillary Commitment;
                  and

              


      

       

      
        	 	
                (ii)

              	
                the
                  Utilisation may (so long as sub-paragraph (i) of paragraph (c)
                  above does
                  not apply) be made irrespective of whether a Default is continuing
                  or any
                  other applicable condition precedent is not satisfied (but only
                  to the
                  extent that the proceeds are applied in refinancing those Ancillary
                  Outstandings) and irrespective of whether Clause 4.4
                  (Maximum
                  number of Utilisations)
                  or paragraph (iii) of Clause 5.2
                  (Completion
                  of a Utilisation Request for Loans)
                  applies.

              


      

       

      
        	
                (e)

              	
                On
                  the making of a Utilisation of the Revolving Facility to refinance
                  Ancillary Outstandings:

              


      

       

      
        	 	
                (i)

              	
                each
                  Lender will participate in that Utilisation in an amount (as determined
                  by
                  the Facility Agent) which will result as nearly as possible in
                  the
                  aggregate amount of its participation in the Revolving Facility
                  Utilisations then outstanding bearing the same proportion to the
                  aggregate
                  amount of the Revolving Facility Utilisations then outstanding
                  as its
                  Revolving Facility Commitment bears to the Total Revolving Facility
                  Commitments; and

              


      

       

      
        	 	
                (ii)

              	
                the
                  relevant Ancillary Facility or Fronted Ancillary Facility shall
                  be
                  cancelled.

              


      

       

      
        	
                (f)

              	
                In
                  relation to an Ancillary Facility or Fronted Ancillary Facility
                  which
                  comprises an overdraft facility where a Designated Net Amount has
                  been
                  established, the Ancillary Lender providing that Ancillary Facility
                  or
                  Fronting Ancillary Lender providing the Fronted Ancillary Facility
                  shall
                  only be obliged to take into account for the purposes of calculating
                  compliance with the Designated Net Amount those credit balances
                  which it
                  is permitted to take into account by the then current law and regulations
                  in relation to its reporting of exposures to the Financial Services
                  Authority as netted for capital adequacy
                  purposes.

              


      

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      


      
        	
                10.6

              	
                Ancillary
                  Outstandings

              


      

      Each
        Revolving Facility Borrower and each Ancillary Lender, Fronting Ancillary
        Lender
        and Fronted Ancillary Lender agrees with and for the benefit of each Lender
        that:

       

      
        	 	
                (a)

              	
                the
                  Ancillary Outstandings under any Ancillary Facility or Fronted
                  Ancillary
                  Facility provided by that Ancillary Lender or each relevant Fronting
                  Ancillary Lender and Fronted Ancillary Lender shall not exceed
                  the
                  Ancillary Commitment applicable to that Ancillary Facility or the
                  aggregate of the Fronting Ancillary Commitment and Fronted Ancillary
                  Commitments applicable to that Fronted Ancillary Facility and,
                  where the
                  Ancillary Facility or Fronted Ancillary Facility is an overdraft
                  facility
                  comprising more than one account, Ancillary Outstandings under
                  that
                  Ancillary Facility or Fronted Ancillary Facility shall not exceed
                  the
                  Designated Net Amount in respect of that Ancillary Facility or
                  Fronted
                  Ancillary Facility; and

              


      

       

      
        	 	
                (b)

              	
                where
                  all or part of the Ancillary Facility or Fronted Ancillary Facility
                  is an
                  overdraft facility comprising more than one account, the Ancillary
                  Outstandings shall not exceed the Designated Gross Amount applicable
                  to
                  that Ancillary Facility or Fronted Ancillary
                  Facility.

              


      

       

      
        	
                10.7

              	
                Adjustment
                  for Ancillary Facilities and Fronted Ancillary Facility upon
                  acceleration

              


      

      In
        this
        Clause 10.7:

       

      "Revolving
        Outstandings"
        means,
        in relation to a Lender, the aggregate of the equivalent in the Base Currency
        of
        (i) its participation in each Revolving Facility Utilisation then outstanding,
        and (ii) if the Lender is also an Ancillary Lender, Fronting Ancillary Lender
        or
        Fronted Ancillary Lender, the Ancillary Outstandings in respect of Ancillary
        Facilities or Fronted Ancillary Facilities provided by that Ancillary Lender,
        Fronting Ancillary Lender or Fronted Ancillary Lender.

       

      "Total
        Revolving Outstandings"
        means
        the aggregate of all Revolving Outstandings.

       

      
        	 	
                (a)

              	
                If
                  a notice is served under Clause 30.20
                  (Acceleration)
                  (other than a notice declaring Utilisations to be due on demand),
                  each
                  Lender, each Ancillary Lender and each Fronting Ancillary Lender
                  and each
                  Fronted Ancillary Lender shall adjust by corresponding transfers
                  (to the
                  extent necessary) their claims in respect of amounts outstanding
                  to them
                  under the Revolving Facility and each Ancillary Facility or Fronted
                  Ancillary Facility to ensure that after such transfers the Revolving
                  Outstandings of each Lender bears the same proportion to the Total
                  Revolving Outstandings as such Lender's Revolving Facility Commitment
                  bears to the Total Revolving Facility Commitments, each as at the
                  date the
                  notice is served under Clause 30.20
                  (Acceleration).

              


      

       

      
        	 	
                (b)

              	
                If
                  an amount outstanding under an Ancillary Facility or Fronted Ancillary
                  Facility is a contingent liability and that contingent liability
                  becomes
                  an actual liability or is reduced to zero after the original adjustment
                  is
                  made under paragraph (a) above, then each Lender, each Ancillary
                  Lender
                  and each Fronting Ancillary Lender will make a further adjustment
                  by
                  corresponding transfers (to the extent necessary) to put themselves
                  in the
                  position they would have been in had the original adjustment been
                  determined by reference to the actual liability or, as the case
                  may be,
                  zero liability and not the contingent
                  liability.

              


      

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Prior
                  to the application of the provisions of paragraph (a) of this Clause
                  10.7,
                  an Ancillary Lender or Fronting Ancillary Lender that has provided
                  an
                  overdraft comprising more than one account under an Ancillary Facility
                  or
                  Fronted Ancillary Facility shall set-off any liabilities owing
                  to it under
                  such overdraft facility against credit balances on any account
                  comprised
                  in such overdraft facility.

              


      

       

      
        	
                10.8

              	
                Information

              


      

      Each
        Revolving Facility Borrower and each Ancillary Lender, Fronting Ancillary
        Lender
        and Fronted Ancillary Lender shall, promptly upon request by the Facility
        Agent,
        supply the Facility Agent with any information relating to the operation
        of an
        Ancillary Facility or Fronted Ancillary Facility (including the Ancillary
        Outstandings) as the Facility Agent may reasonably request from time to time.
        Each Revolving Facility Borrower consents to all such information being released
        to the Facility Agent and the other Finance Parties.

       

      
        	
                10.9

              	
                Affiliates
                  of Lenders as Ancillary Lenders,
                  Fronting Ancillary Lenders or Fronted Ancillary
                  Lenders

              


      

      
        	
                (a)

              	
                Subject
                  to the terms of this Agreement, an Affiliate of a Lender may become
                  an
                  Ancillary Lender, a Fronting Ancillary Lender or a Fronted Ancillary
                  Lender. In such case, the Lender and its Affiliate shall be treated
                  as a
                  single Lender whose Revolving Facility Commitment is the amount
                  set out
                  opposite the relevant Lender's name in Part II of Schedule 1 (The
                  Original Parties).
                  For the purposes of calculating the Lender's Available Commitment
                  with
                  respect to the Revolving Facility, the Lender's Commitment shall
                  be
                  reduced to the extent of the aggregate of the Ancillary Commitments,
                  Fronting Ancillary Commitments and Fronted Ancillary Commitments
                  of its
                  Affiliates.

              


      

       

      
        	
                (b)

              	
                The
                  Company shall specify any relevant Affiliate of a Lender in any
                  notice
                  delivered by the Company to the Facility Agent pursuant to paragraph
                  (b)(i) of Clause 10.2
                  (Availability).

              


      

       

      
        	
                (c)

              	
                An
                  Affiliate of a Lender which becomes an Ancillary Lender, a Fronting
                  Ancillary Lender or a Fronted Ancillary Lender shall accede to
                  this
                  Agreement and the Intercreditor Agreement by delivery to the Security
                  Agent of a duly completed accession undertaking in the form scheduled
                  to
                  the Intercreditor Agreement.

              


      

       

      
        	
                (d)

              	
                If
                  a Lender assigns all of its rights and benefits or transfers all
                  of its
                  rights and obligations to a New Lender (as defined in Clause 31
                  (Changes
                  to the Lenders)),
                  its Affiliate shall cease to have any obligations under this Agreement
                  or
                  any Ancillary Document or Fronted Ancillary
                  Document.

              


      

       

      
        	
                (e)

              	
                Where
                  this Agreement or any other Finance Document imposes an obligation
                  on an
                  Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary
                  Lender
                  and the relevant Ancillary Lender or Fronting Ancillary Lender
                  is an
                  Affiliate of a Lender which is not a party to that document, the
                  relevant
                  Lender shall ensure that the obligation is performed by its
                  Affiliate.

              


      

       

      
        	
                10.10

              	
                Affiliates
                  of Borrowers

              


      

      
        	
                (a)

              	
                Subject
                  to the terms of this Agreement, an Affiliate of a Revolving Facility
                  Borrower may with the approval of the relevant Lender become a
                  borrower
                  with respect to an Ancillary Facility or Fronted Ancillary Facility
                  (as
                  the case may be).

              


      

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      


      
        	
                (b)

              	
                The
                  Company shall specify any relevant Affiliate of a Revolving Facility
                  Borrower in any notice delivered by the Company to the Facility
                  Agent
                  pursuant to paragraph (b)(i) of Clause 10.2
                  (Availability).

              


      

       

      
        	
                (c)

              	
                If
                  a Revolving Facility Borrower ceases to be a Borrower under this
                  Agreement
                  in accordance with Clause 32.3
                  (Resignation
                  of a Borrower),
                  its Affiliate shall cease to have any rights under this Agreement
                  or any
                  Ancillary Document or Fronted Ancillary Document (unless that Affiliate
                  is
                  also the Affiliate of another
                  Borrower).

              


      

       

      
        	
                (d)

              	
                Where
                  this Agreement or any other Finance Document imposes an obligation
                  on a
                  Borrower under an Ancillary Facility or Fronted Ancillary Facility
                  and the
                  relevant Borrower is an Affiliate of a Revolving Facility Borrower
                  which
                  is not a party to that document, the relevant Borrower shall ensure
                  that
                  the obligation is performed by its
                  Affiliate.

              


      

       

      
        	
                (e)

              	
                Any
                  reference in this Agreement or any other Finance Document to a
                  Borrower
                  being under no obligations (whether actual or contingent) as a
                  Borrower
                  under such Finance Document shall be construed to include a reference
                  to
                  any Affiliate of a Revolving Facility Borrower being under no obligations
                  under any Finance Document or Ancillary Document or Fronted Ancillary
                  Document (unless that Affiliate is also the Affiliate of another
                  Borrower).

              


      

       

      
        	
                10.11

              	
                Fronted
                  Ancillary Commitment
                  Indemnities

              


      

      
        	
                (a)

              	
                A
                  Revolving Facility Borrower must promptly and in any event not
                  later than
                  four Business Days following a written demand indemnify each Fronting
                  Ancillary Lender and each Fronted Ancillary Lender against any
                  cost, loss
                  or liability which that Fronting Ancillary Lender or Fronted Ancillary
                  Lender incurs in acting as the Fronting Ancillary Lender or Fronted
                  Ancillary Lender under any Fronted Ancillary Facility requested
                  by it,
                  except to the extent that the loss or liability is caused by the
                  gross
                  negligence or wilful misconduct of, or material breach of the terms
                  of
                  this Agreement by, that Fronting Ancillary Lender or Fronted Ancillary
                  Lender.

              


      

       

      
        	
                (b)

              	
                Each
                  Fronted Ancillary Lender must promptly on demand indemnify the
                  Fronting
                  Ancillary Lender (according to its Fronted Ancillary Commitment)
                  against
                  any cost, loss or liability which the Fronting Ancillary Lender
                  incurs in
                  acting as the Fronting Ancillary Lender under any Fronted Ancillary
                  Facility and which at the date of demand has not been paid for
                  by an
                  Obligor, except to the extent that the loss or liability is caused
                  by the
                  gross negligence or wilful misconduct of, or material breach of
                  the terms
                  of this Agreement by, the Fronting Ancillary
                  Lender.

              


      

       

      
        	
                (c)

              	
                The
                  relevant Revolving Facility Borrower which requested the Fronted
                  Ancillary
                  Facility must promptly and in any event not later than four Business
                  Days
                  following a written demand reimburse any Fronted Ancillary Lender
                  for any
                  payment it makes to the Fronting Ancillary Lender under paragraph
                  (b)
                  above except to the extent arising out of the gross negligence
                  or wilful
                  misconduct of, or material breach of the terms of this Agreement
                  by, such
                  Fronted Ancillary Lender.

              


      

       

      
        	
                (d)

              	
                The
                  obligations of each Revolving Facility Borrower and each Fronted
                  Ancillary
                  Lender under this Clause 10.11
                  are continuing obligations and will extend to the ultimate balance
                  of all
                  sums payable by that Revolving Facility Borrower or Fronted Ancillary
                  Lender in respect of any Fronted Ancillary Facility, regardless
                  of any
                  intermediate payment or discharge in whole or in
                  part.

              


      

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      


      
        	
                (e)

              	
                The
                  obligations of each Revolving Facility Borrower and each Fronted
                  Ancillary
                  Lender under this Clause 10.11
                  will not be affected by any act, omission or thing which, but for
                  this
                  Clause 10.11,
                  would reduce, release or prejudice any of its obligations under
                  this
                  Clause 10.11
                  (without limitation and whether or not known to it or any other
                  person)
                  including:

              


      

       

      
        	 	
                (i)

              	
                any
                  time or waiver granted to, or composition with, any
                  person;

              


      

       

      
        	 	
                (ii)

              	
                any
                  release of any person under the terms of any composition or
                  arrangement;

              


      

       

      
        	 	
                (iii)

              	
                the
                  taking, variation, compromise, exchange, renewal or release of,
                  or refusal
                  or neglect to perfect, take up or enforce, any rights against,
                  or security
                  over assets of, any person;

              


      

       

      
        	 	
                (iv)

              	
                any
                  non-presentation or non-observance of any formality or other requirement
                  in respect of any instrument or any failure to realise the full
                  value of
                  any security;

              


      

       

      
        	 	
                (v)

              	
                any
                  incapacity or lack of power, authority or legal personality of
                  or
                  dissolution or change in the members or status of any
                  person;

              


      

       

      
        	 	
                (vi)

              	
                any
                  amendment (however fundamental) of a Finance Document or any other
                  document or security; or

              


      

       

      
        	 	
                (vii)

              	
                any
                  unenforceability, illegality or invalidity of any obligation of
                  any person
                  under any Finance Document or any other document or
                  security.

              


      

       

      
        	
                10.12

              	
                Settlement
                  Conditional

              


      

      Any
        settlement or discharge between a Fronted Ancillary Lender and the Fronting
        Ancillary Lender shall be conditional upon no security or payment to the
        Fronting Ancillary Lender by a Fronted Ancillary Lender or any other person
        on
        behalf of the Fronted Ancillary Lender being avoided or reduced by virtue
        of any
        laws relating to bankruptcy, insolvency, liquidation or similar laws of general
        application and, if any such security or payment is so avoided or reduced,
        the
        Fronting Ancillary Lender shall be entitled to recover the value or amount
        of
        such security or payment from such Fronted Ancillary Lender subsequently
        as if
        such settlement or discharge had not occurred.

       

      
        	
                10.13

              	
                Exercise
                  of Rights

              


      

      The
        Fronting Ancillary Lender shall not be obliged before exercising any of the
        rights, powers or remedies conferred upon it in respect of any Fronted Ancillary
        Lender by this Agreement or by law:

       

      
        	 	
                (a)

              	
                to
                  take any action or obtain judgment in any court against any
                  Obligor;

              


      

       

      
        	 	
                (b)

              	
                to
                  make or file any claim or proof in a winding-up or dissolution
                  of any
                  Obligor; or

              


      

       

      
        	 	
                (c)

              	
                to
                  enforce or seek to enforce any other security taken in respect
                  of any of
                  the obligations of any Obligor under this
                  Agreement.

              


      

       

      
        	
                10.14

              	
                Continuation
                  of Ancillary Facilities or Fronted Ancillary
                  Facilities

              


      

      A
        Borrower and an Ancillary Lender, Fronting Ancillary Lender and Fronted
        Ancillary Lender may agree, as between themselves only, that any Ancillary
        Facilities or Fronted Ancillary Facilities will continue to remain available
        following the Termination Date relating to the Revolving Facility (or on
        any
        other earlier cancellation of the Revolving Commitments) on a bilateral basis
        between such parties and not under (or subject to the terms of) the Finance
        Documents (in which case such Ancillary Facilities or Fronted Ancillary
        Facilities will be treated as repaid in full for all purposes under the Finance
        Documents).

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                
                  UNCOMMITTED
                    ACQUISITION FACILITY

                

              


      

       

      
        	
                11.1

              	
                The
                  Uncommitted Acquisition
                  Facility

              


      

      
        	
                (a)

              	
                If
                  the Company and one or more Lenders agree, except as otherwise
                  provided in
                  this Agreement, such Lenders may from time to time make available
                  Acquisition Facility Commitments to a Borrower in a Base Currency
                  Amount
                  up to a maximum aggregate amount of the Uncommitted Acquisition
                  Facility
                  Limit during the applicable Availability
                  Period.

              


      

       

      
        	
                (b)

              	
                For
                  the avoidance of any doubt, no Finance Party shall be obliged to
                  commit or
                  underwrite any amounts in respect of the Uncommitted Acquisition
                  Facility
                  and shall have no liability to the Company or any other member
                  of the
                  Group or other person in respect thereof and any commitment or
                  agreement
                  to underwrite any part of the Uncommitted Acquisition Facility
                  by any
                  Lender from time to time, shall not oblige any other Lender from
                  entering
                  into any similar commitment or agreement
                  hereunder.

              


      

       

      
        	
                (c)

              	
                Each
                  person which is not already a Lender (a "Further
                  Acquisition Facility Lender")
                  shall prior to making available any Acquisition Facility Commitments
                  become a party to this Agreement as a Lender pursuant to Clause
                  31.12
                  (Further
                  Acquisition Facility Lenders)
                  with an Acquisition Facility Commitment of the relevant amount
                  and upon it
                  becoming a Lender it shall make available its Acquisition Facility
                  Commitment.

              


      

       

      
        	
                (d)

              	
                The
                  Uncommitted Acquisition Facility shall be available in the Base
                  Currency
                  and such other currencies as may be agreed with the Acquisition
                  Facility
                  Lenders.

              


      

       

      
        	
                (e)

              	
                Where
                  applicable, the provisions of Clause 4 (Conditions
                  of Utilisation)
                  and Clause 5
                  (Utilisation
                  - Loans)
                  will apply to all utilisations of the Uncommitted Acquisition
                  Facility.

              


      

       

      
        	
                11.2

              	
                Utilisation
                  of the Uncommitted Acquisition
                  Facility

              


      

      
        	
                (a)

              	
                If
                  the conditions set out in this Clause 11
                  have been met, each Acquisition Facility Lender must make the relevant
                  Acquisition Facility Loan available on the Utilisation Date through
                  its
                  Facility Office in accordance with the provision of
                  Clause 36.1
                  (Payments
                  to the Facility Agent).

              


      

       

      
        	
                (b)

              	
                The
                  amount of each Lender's participation in each Acquisition Facility
                  Loan
                  will be equal to the proportion borne by its Available Commitment
                  under
                  the Acquisition Facility to the Available Facility under the Acquisition
                  Facility.

              


      

       

      
        	
                (c)

              	
                If
                  applicable, the Facility Agent shall determine the Base Currency
                  Amount of
                  each Acquisition Facility Loan which is to be made in an Optional
                  Currency
                  and notify each lender of the amount, currency and Base Currency
                  Amount of
                  each Loan and the amount of its participation in that Acquisition
                  Facility
                  Loan.

              


      

       

      
        	
                11.3

              	
                Notification
                  of the Utilisation of the Uncommitted Acquisition
                  Facility

              


      

      The
        Facility Agent shall promptly notify the Acquisition Facility Lender(s) of
        each
        Utilisation of the Uncommitted Acquisition Facility.

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      


      SECTION
        4

       

      REPAYMENT,
        PREPAYMENT AND CANCELLATION

       

      
        	
                12.

              	
                
                  REPAYMENT

                

              


      

       

      
        	
                12.1

              	
                Repayment
                  of Term Loans

              


      

      
        	
                (a)

              	
                The
                  Borrowers under Facility A shall repay the aggregate Facility A
                  Loans in
                  semi-annual instalments (pro rata across any tranches under Facility
                  A) by
                  repaying on each Facility A Repayment Date an amount which reduces
                  the
                  Base Currency Amount of the outstanding aggregate Facility A Loans
                  by an
                  amount equal to the relevant percentage of all the Facility A Loans
                  borrowed by the Borrowers as at the close of business in London
                  on the
                  last day of the Availability Period in relation to Facility A as
                  set out
                  in the table below:

              


      

      

        
          	
                  Facility A Repayment Date

                	 	
                  Repayment Instalment

                  %

                	 
	 	 	 	 
	
                  31
                    December 2009

                	 	 	
                  4.50

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2010

                	 	 	
                  5.00

                	
                  %

                
	 	 	 	 	 
	
                  31
                    December 2010

                	 	 	
                  5.50

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2011

                	 	 	
                  6.00

                	
                  %

                
	 	 	 	 	 
	
                  31
                    December 2011

                	 	 	
                  6.50

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2012

                	 	 	
                  7.00

                	
                  %

                
	 	 	 	 	 
	
                  31
                    December 2012

                	 	 	
                  8.00

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2013

                	 	 	
                  8.50

                	
                  %

                
	 	 	 	 	 
	
                  31
                    December 2013

                	 	 	
                  9.50

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2014

                	 	 	
                  9.50

                	
                  %

                
	 	 	 	 	 
	
                  31
                    December 2014

                	 	 	
                  10.00

                	
                  %

                
	 	 	 	 	 
	
                  30
                    June 2015

                	 	 	
                  10.00

                	
                  %

                
	 	 	 	 	 
	
                  Termination
                    Date

                	 	 	
                  10.00

                	
                  %

                


        

      

       

      
        	
                (b)

              	
                If,
                  in relation to a Facility A Repayment Date, the aggregate amount
                  of the
                  Facility A Loans made to the Borrowers exceeds the respective Repayment
                  Instalment to be repaid by the Borrowers, the Company may, if it
                  gives the
                  Facility Agent not less than five Business Days' prior notice,
                  select
                  which of those Facility A Loans will be wholly or partially repaid
                  by
                  which Borrowers so that the Repayment Instalment is repaid on the
                  relevant
                  Repayment Date in full. The Company may further, if it gives the
                  Facility
                  Agent not less than five Business Days' prior notice, select the
                  Facility
                  A Loans to be divided or merged so that the Repayment Instalment
                  is repaid
                  on the relevant Repayment Date in
                  full.

              


      

       

      
        	
                (c)

              	
                In
                  relation to the Uncommitted Acquisition Facility, the Borrowers
                  shall
                  repay each Acquisition Facility Loan in the manner agreed with
                  the
                  Acquisition Facility Lenders provided
                  that
                  all outstanding Acquisition Facility Loans shall be repaid no later
                  than
                  the Termination Date for the Uncommitted Acquisition
                  Facility.

              


      

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      


      
        	
                (d)

              	
                The
                  Borrowers under the Acquisition Term Loans shall repay the aggregate
                  Acquisition Term Loans in semi-annual instalments by repaying on
                  each
                  Acquisition Term Loan Repayment Date an amount which reduces the
                  Base
                  Currency Amount of the outstanding aggregate Acquisition Term Loans
                  by an
                  amount equal to the relevant percentage of all the Acquisition
                  Term Loans
                  borrowed by the Borrowers as at the Conversion Date as set out
                  in the
                  table below:

              


      

      

        
          	
                  Acquisition Term Loan Repayment Date

                  (Months from Closing)

                	 	
                  Repayment
Instalment

                	 
	 	 	 	 
	
                  42
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  48
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  54
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  60
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  66
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  72
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  78
                    Months

                	 	 	
                  12.5

                	
                  %

                
	 	 	 	 	 
	
                  Termination
                    Date

                	 	 	
                  12.5

                	
                  %

                


        

      

       

      
        	
                (e)

              	
                If,
                  in relation to an Acquisition Term Loan Repayment Date, the aggregate
                  amount of the Acquisition Term Loans made to the Borrowers exceeds
                  the
                  respective Repayment Instalment to be repaid by the Borrowers,
                  the Company
                  may, if it gives the Facility Agent not less than five Business
                  Days'
                  prior notice, select which of those Acquisition Term Loans will
                  be wholly
                  or partially repaid by the Borrowers so that the Repayment Instalment
                  is
                  repaid on the relevant Repayment Date in full. The Company may
                  further, if
                  it gives the Facility Agent not less than five Business Days' prior
                  notice, select the Acquisition Term Loans to be divided or merged
                  so that
                  the Repayment Instalment is repaid on the relevant Repayment Date
                  in
                  full.

              


      

       

      
        	
                (f)

              	
                The
                  Borrowers under Facility B shall repay the Facility B Loans in
                  full on the
                  Termination Date for Facility B.

              


      

       

      
        	
                (g)

              	
                The
                  Borrowers under Facility C shall repay the Facility C Loans in
                  full on the
                  Termination Date for Facility C.

              


      

       

      
        	
                (h)

              	
                If
                  the Company fails to deliver a notice to the Facility Agent in
                  accordance
                  with paragraphs (b) or (e) above, the Facility Agent shall select the
                  Facility A Loans, or, as the case may be, the Acquisition Term
                  Loans to be
                  wholly or partially repaid.

              


      

       

      
        	
                (i)

              	
                The
                  Borrowers may not reborrow any part of a Term Facility (or any
                  Term Loan)
                  which is repaid.

              


      

       

      
        	
                12.2

              	
                Repayment
                  of Revolving Facility
                  Loans

              


      

      Each
        Revolving Facility Borrower which has drawn a Revolving Facility Loan shall
        repay that Loan on the last day of its Interest Period.

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      


      
        	
                12.3

              	
                Effect
                  of cancellation and prepayment on scheduled repayments and
                  reductions

              


      

      
        	
                (a)

              	
                If
                  the Company cancels the whole or any part of the Facility A Commitments,
                  the Acquisition Sub-Limit or the Acquisition Facility Commitments
                  in
                  accordance with Clause 13.3
                  (Voluntary
                  and mandatory cancellation)
                  or Clause 13.6
                  (Right
                  of cancellation and repayment in relation to a single Lender or
                  Issuing
                  Bank)
                  or if the Facility A Commitment, the Revolving Facility Commitment
                  or the
                  Acquisition Facility Commitment of any Lender is reduced under
                  Clause
                  13.1
                  (Illegality)
                  then the amount of the Repayment Instalment for the relevant Facility
                  for
                  each Repayment Date falling after that cancellation will reduce
                  pro
                  rata
                  by
                  the amount of the Facility A Commitments, the Acquisition Sub-Limit
                  or the
                  Acquisition Facility Commitments (as the case may be) so
                  cancelled.

              


      

       

      
        	
                (b)

              	
                If
                  any of the Facility A Loans, Acquisition Term Loans or Acquisition
                  Facility Loans are prepaid in accordance with Clause 13.6
                  (Right
                  of cancellation and repayment in relation to a single Lender or
                  Issuing
                  Bank)
                  or Clause 13.1
                  (Illegality)
                  then the amount of the Repayment Instalment for the relevant Facility
                  for
                  each Repayment Date falling after that prepayment will reduce pro
                  rata
                  by
                  the amount of the Facility A Loan, Acquisition Term Loan or the
                  Acquisition Facility Loan (as the case may be) so
                  prepaid.

              


      

       

      
        	
                (c)

              	
                If,
                  in relation to a prepayment of a Facility A Repayment Instalment,
                  the
                  Facility B Loans, the Facility C Loans, an Acquisition Term Loan
                  Repayment
                  Instalment, an Acquisition Facility Loan Repayment Instalment or
                  the
                  Revolving Facility Utilisations in accordance with Clause 13.4
                  (Voluntary
                  prepayment of Term Loans)
                  or Clause 13.5
                  (Voluntary
                  prepayment of Revolving Facility Utilisations)
                  the aggregate amount of the Utilisations made to the Borrowers
                  under the
                  respective Facility exceeds the amount of the prepayment, the Company
                  may,
                  if it gives the Facility Agent not less than five Business Days'
                  prior
                  notice, select which of those Utilisations and Repayment Instalments
                  and/or redenominated tranches will be wholly or partially prepaid.
                  If the
                  Company fails to deliver such notice, the Facility Agent shall
                  select the
                  Utilisations and Repayment Instalments to be wholly or partially
                  prepaid
                  under the respective Facility.

              


      

       

      
        	
                (d)

              	
                Any
                  prepayment of the Utilisations made in accordance with Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  shall be applied as set out in Clause 14.3
                  (Application
                  of mandatory prepayments).

              


      

       

      
        	
                13.

              	
                
                  ILLEGALITY,
                    VOLUNTARY PREPAYMENT AND
                    CANCELLATION

                

              


      

       

      
        	
                13.1

              	
                Illegality

              


      

      If
        it
        becomes unlawful in any applicable jurisdiction for a Lender to perform any
        of
        its obligations as contemplated by this Agreement or to fund, issue or maintain
        its participation in any Utilisation:

       

      
        	 	
                (a)

              	
                that
                  Lender shall promptly notify the Facility Agent upon becoming aware
                  of
                  that event;

              


      

       

      
        	 	
                (b)

              	
                upon
                  the Facility Agent notifying the Company, the Commitment of that
                  Lender
                  will be immediately cancelled or, as the case may be, on such date
                  that
                  Lender's Commitment shall be transferred to another person pursuant
                  to
                  Clause 31.11
                  (Replacement
                  of Lenders);
                  and

              


      

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                each
                  Borrower shall repay that Lender's participation in the Utilisations
                  made
                  to that Borrower on the last day of the Interest Period for each
                  Utilisation occurring after the Facility Agent has notified the
                  Company
                  or, if earlier, the date specified by the Lender in the notice
                  delivered
                  to the Facility Agent (being no earlier than the last day of any
                  applicable grace period permitted by law) or, as the case may be,
                  on such
                  date that Lender's participation in the Utilisations shall be transferred
                  at par to another person pursuant to Clause 31.11
                  (Replacement
                  of Lenders).

              


      

       

      
        	
                13.2

              	
                Illegality
                  in relation to Issuing
                  Bank

              


      

      If
        it
        becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter
        of
        Credit, then:

       

      
        	 	
                (a)

              	
                that
                  Issuing Bank shall promptly notify the Facility Agent upon becoming
                  aware
                  of that event;

              


      

       

      
        	 	
                (b)

              	
                upon
                  the Facility Agent notifying the Company, the Issuing Bank shall
                  not be
                  obliged to issue any Letter of
                  Credit;

              


      

       

      
        	 	
                (c)

              	
                the
                  Company shall procure that the relevant Borrower shall use its
                  best
                  endeavours to procure that each Letter of Credit issued by that
                  Issuing
                  Bank and outstanding at such time is released or that cash cover
                  is
                  provided; and

              


      

       

      
        	 	
                (d)

              	
                unless
                  any other Lender (or other person pursuant to Clause 31.11
                  (Replacement
                  of Lenders))
                  has agreed to be an Issuing Bank pursuant to the terms of this
                  Agreement,
                  the Revolving Facility shall cease to be available for the issue
                  of
                  Letters of Credit.

              


      

       

      
        	
                13.3

              	
                Voluntary
                  and mandatory cancellation

              


      

      
        	
                (a)

              	
                The
                  Company may, if it gives the Facility Agent not less than three
                  Business
                  Days' (or such shorter period as the Majority Lenders may agree)
                  prior
                  notice, cancel the whole or any part (being a minimum amount of
                  $2,000,000
                  (or its equivalent)) of an Available Facility. Any cancellation
                  under this
                  Clause 13.3
                  shall reduce the Commitments of the Lenders rateably under that
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Facilities shall be automatically cancelled if the Press Release
                  has not
                  been issued by the date falling 14 days after the date of this
                  Agreement.

              


      

       

      
        	
                13.4

              	
                Voluntary
                  prepayment of Term Loans

              


      

      
        	
                (a)

              	
                A
                  Borrower to which a Term Loan has been made may, if it or the Company
                  gives the Facility Agent not less than five Business Days' (or
                  such
                  shorter period as the Majority Lenders may agree) prior notice,
                  prepay the
                  whole or any part of that Term Loan (but, if in part, being an
                  amount that
                  reduces the Base Currency Amount of that Term Loan by a minimum
                  amount of
                  $2,000,000 (or its equivalent) subject to any Break Costs.
                  

              


      

       

      
        	
                (b)

              	
                Subject
                  to paragraph (c) below, a prepayment under this Clause 13.4
                  may be applied against any Repayment Instalment (under any euro
                  or dollar
                  tranche) as the Company may elect.

              


      

       

      
        	
                (c)

              	
                A
                  Term Loan may only be prepaid after the last day of the Availability
                  Period (or, if earlier, the day on which the applicable Available
                  Facility
                  is zero).

              


      

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      


      
        	
                13.5

              	
                Voluntary
                  prepayment of Revolving Facility
                  Utilisations

              


      

      A
        Borrower to which a Revolving Facility Utilisation has been made may, if
        it or
        the Company gives the Facility Agent not less than five Business Days' (or
        such
        shorter period as the Majority Lenders may agree) prior notice, prepay the
        whole
        or any part of a Revolving Facility Utilisation (but if in part, being an
        amount
        that reduces the Base Currency Amount of the Revolving Facility Utilisation
        by a
        minimum amount of $2,000,000 (or its equivalent)).

       

      
        	
                13.6

              	
                Right
                  of cancellation and repayment in relation to a single Lender or
                  Issuing
                  Bank

              


      

      
        	
                (a)

              	
                If:

              


      

       

      
        	 	
                (i)

              	
                any
                  sum payable to any Lender by an Obligor is required to be increased
                  under
                  paragraph (c) of Clause 20.2
                  (Tax
                  gross-up);

              


      

       

      
        	 	
                (ii)

              	
                any
                  Lender or Issuing Bank claims indemnification from the Company
                  or an
                  Obligor under Clause 20.3
                  (Tax
                  indemnity)
                  or Clause 21.1
                  (Increased
                  costs);
                  or

              


      

       

      
        	 	
                (iii)

              	
                a
                  Market Disruption Event occurs pursuant to Clause 18
                  (Changes
                  to Calculation of Interest)
                  in relation to certain but not all the Lenders;
                  or

              


      

       

      
        	 	
                (iv)

              	
                at
                  any time a Lender becomes a Non-Consenting
                  Lender,

              


      

       

      the
        Company may, whilst the circumstance giving rise to the requirement or
        indemnification continues, give the Facility Agent notice:

       

      
        	 	
                (i)

              	
                (if
                  such circumstances relate to a Lender) of cancellation of the Commitment
                  of that Lender and its intention to procure the repayment of that
                  Lender's
                  participation in the Utilisations or to require the transfer of
                  that
                  Lender's rights and obligations pursuant to Clause 31.11
                  (Replacement
                  of Lenders);
                  or

              


      

       

      
        	 	
                (ii)

              	
                (if
                  such circumstances relate to the Issuing Bank) of repayment of
                  any
                  outstanding Letter of Credit issued by it and cancellation of its
                  appointment as an Issuing Bank under this Agreement in relation
                  to any
                  Letters of Credit to be issued in the future or its request to
                  transfer
                  that Issuing Bank's rights and obligations pursuant to Clause 31.11
                  (Replacement
                  of Lenders).

              


      

       

      
        	
                (b)

              	
                On
                  receipt of a notice referred to in paragraph (a) above in relation
                  to a
                  Lender, the Commitment of that Lender shall immediately be reduced
                  to zero
                  or transferred to another person pursuant to Clause 31.11
                  (Replacement
                  of Lenders).

              


      

       

      
        	
                (c)

              	
                On
                  the last day of each Interest Period which ends after the Company
                  has
                  given notice under paragraph (a) (i), (ii) or (iii) above in relation
                  to a
                  Lender (or, if earlier, the date specified by the Company in that
                  notice),
                  each Borrower to which a Utilisation is outstanding shall repay
                  that
                  Lender's participation in that Utilisation together with all interest
                  and
                  other amounts accrued under the Finance Documents or the relevant
                  Lender
                  shall transfer its rights and obligations pursuant to Clause 31.11
                  (Replacement
                  of Lenders).

              


      

       

      
        	
                (d)

              	
                On
                  the last day of each Interest Period which ends after the Company
                  has
                  given notice under paragraph (a)(iv) above in relation to a Lender
                  (or, if
                  earlier, the date specified by the Company in that notice), each
                  Borrower
                  to which a Utilisation is outstanding shall, with the consent of
                  each of
                  the Lenders forming the Majority Lenders (unless the prepayment
                  is funded
                  by Company New Equity, Company Subordinated Debt or Retained Cash
                  that can
                  be used to pay dividends in accordance with the terms of this Agreement)
                  repay that Lender's participation in that Utilisation together
                  with all
                  interest and other amounts accrued under the Finance Documents
                  and/or the
                  relevant Lender shall transfer its rights and obligations pursuant
                  to
                  Clause 31.11
                  (Replacement
                  of Lenders).
                  

              


      

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      
        	
                14.

              	
                
                  MANDATORY
                    PREPAYMENT

                

              


      

       

      
        	
                14.1

              	
                Exit

              


      

      Upon
        the
        occurrence of an Exit, the Facilities will be cancelled and all outstanding
        Utilisations and Ancillary Outstandings, together with accrued interest,
        and all
        other amounts accrued under the Finance Documents, shall become immediately
        due
        and payable.

       

      
        	
                14.2

              	
                Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO

              


      

      
        	
                (a)

              	
                For
                  the purposes of this Clause 14.2,
                  Clause 14.3
                  (Application
                  of mandatory prepayments)
                  and Clause 14.4
                  (Mandatory
                  Prepayment Accounts):

              


      

       

      "Acquisition
        Proceeds"
        means
        the Net Proceeds of a claim (a "Recovery
        Claim")
        against the provider of any Report (in its capacity as a provider of that
        Report) except for Excluded Acquisition Proceeds.

       

      "Disposal"
        means a
        sale, lease, licence, transfer, loan or other disposal by a person of any
        asset,
        undertaking or business (whether by a voluntary or involuntary single
        transaction or series of transactions).

       

      "Disposal
        Proceeds"
        means
        the Net Proceeds received by any member of the Group (including any amount
        received from any person outside the Group or from the entity being disposed
        of
        or its Subsidiaries in repayment of intercompany debt of the entity being
        disposed of or its Subsidiaries) for any Disposal made by any member of the
        Group except for Excluded Disposal Proceeds.

       

      "Excluded
        Acquisition Proceeds"
        means
        any proceeds of a Recovery Claim which relate to a working capital adjustment
        or
        which are applied or committed to be applied or designated by the board of
        directors of the Company to be applied:

       

      
        	 	
                (i)

              	
                to
                  satisfy (or reimburse a member of the Group which has discharged)
                  any
                  liability, charge or claim upon a member of the Group by a person
                  which is
                  not a member of the Group; or

              


      

       

      
        	 	
                (ii)

              	
                in
                  compensation for a loss or replacement, reinstatement and/or repair
                  of
                  assets of members of the Group which have been lost, destroyed
                  or
                  damaged,

              


      

       

      in
        each
        case as a result of the events or circumstances giving rise to that Recovery
        Claim, if those proceeds are so applied, committed to be so applied or
        designated by the board of directors of the Company to be so applied, within
        12
        Months (or such longer period as the Majority Lenders may agree) of receipt
        of
        such proceeds (provided
        that in
        the
        case of a commitment or designation they are then so applied within 18 Months
        of
        receipt); or

       

      
        	 	
                (iii)

              	
                less
                  than $5,000,000 (or its equivalent) in respect of an individual
                  Recovery
                  Claim.

              


      

       

      "Excluded
        Disposal Proceeds"
        means
        the Net Proceeds of any Disposal which is or which are:

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                permitted
                  under paragraphs (a) to (f), (i), (j) or (l) to (n) of the definition
                  of
                  "Permitted Disposal";

              


      

       

      
        	 	
                (ii)

              	
                applied,
                  committed to be so applied or designated by the board of directors
                  of the
                  Company to be applied for reinvestment in the business of the Group,
                  Permitted Acquisitions or Capital Expenditure within 12 months
                  (or such
                  longer period as the Majority Lenders may agree) of receipt of
                  such
                  proceeds (provided
                  that in
                  the case of a commitment or designation they are then so applied
                  within 18
                  Months of receipt);

              


      

       

      
        	 	
                (iii)

              	
                an
                  individual Disposal not falling under the preceding paragraphs
                  where the
                  Net Proceeds from that Disposal are an amount less than $5,000,000
                  (or its
                  equivalent); or

              


      

       

      
        	 	
                (iv)

              	
                disposals
                  not falling under the preceding paragraphs the Net Proceeds of
                  which when
                  aggregated with the Net Proceeds of other Disposals made in the
                  same
                  Financial Year of the Company and not falling under the preceding
                  paragraphs do not exceed an amount of $20,000,000 (or its equivalent)
                  in
                  any financial year.

              


      

       

      "Excluded
        Insurance Proceeds"
        means
        any Net Proceeds of insurance claims:

       

      
        	 	
                (i)

              	
                which
                  are third party liability, business interruption or similar claims
                  (including, for the avoidance of doubt, director and officer claims
                  to the
                  extent they relate to third party
                  liability);

              


      

       

      
        	 	
                (ii)

              	
                which
                  do not exceed an amount of $5,000,000 (or its equivalent) in any
                  single
                  case; or

              


      

       

      
        	 	
                (iii)

              	
                which
                  are applied, committed to be so applied or designated by the board
                  of
                  directors of the Company to be so
                  applied:

              


      

       

      
        	 	
                (A)

              	
                to
                  meet a third party claim; or

              


      

       

      
        	 	
                (B)

              	
                to
                  the replacement, reinstatement and/or repair of the assets in respect
                  of
                  which the relevant insurance claim was
                  made,

              


      

       

      in
        each
        case within 12 months, (or such longer period as the Majority Lenders may
        agree)
        of receipt of such proceeds (provided
        that in
        the
        case of a commitment or designation they are then so applied within 18 months
        of
        receipt).

       

      "IPO
        Proceeds"
        means
        the Net Proceeds of any IPO received by any member of the Group or any holding
        company of the Parent established by the Investors for the purposes of an
        IPO of
        the Group and in which each of the Investors has a shareholding.

       

      "Insurance
        Proceeds"
        means
        the Net Proceeds of any insurance claim received by any member of the Group
        except for Excluded Insurance Proceeds.

       

      
        	
                (b)

              	
                The
                  Company shall ensure that the Borrowers prepay Utilisations in
                  the
                  following amounts at the times and in the order of application
                  contemplated by Clause 14.3
                  (Application
                  of mandatory prepayments):

              


      

       

      
        	 	
                (i)

              	
                the
                  amount of Acquisition Proceeds;

              


      

       

      
        	 	
                (ii)

              	
                the
                  amount of Disposal Proceeds; and

              


      

       

      
        	 	
                (iii)

              	
                the
                  amount of Insurance Proceeds,

              


      

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      


      provided
        that the
        Net
        Proceeds arising out of a sale of assets which form part of the Non-Core
        Business shall only be applied as to the first 50 per cent. in prepayment
        of the
        Facilities. The remaining Net Proceeds may be retained by the Group.


       

      
        	
                (c)

              	
                For
                  the period beginning 1 January 2009 and ending 30 June 2009 and
                  for each
                  financial year of the Parent thereafter, the Company shall ensure
                  that the
                  Borrowers prepay Utilisations at the time and in the order of application
                  contemplated by Clause 14.3
                  (Application
                  of Mandatory Prepayments)
                  in an amount equal to:

              


      

       

      
        	 	
                (i)

              	
                in
                  respect of each Financial Year at the end of which Debt Cover is
                  greater
                  than 4.75:1, 75 per cent. of the Excess Cashflow for that Financial
                  Year;

              


      

       

      
        	 	
                (ii)

              	
                in
                  respect of each Financial Year at the end of which Debt Cover is
                  equal to
                  or less than 4.75:1 but greater than 3.75:1, 50 per cent. of the
                  Excess
                  Cashflow for that Financial Year;

              


      

       

      
        	 	
                (iii)

              	
                in
                  respect of each Financial Year at the end of which Debt Cover is
                  equal to
                  or less than 3.75:1 but greater than 2.75:1, 25 per cent. of the
                  Excess
                  Cashflow for that Financial Year;
                  and

              


      

       

      
        	 	
                (iv)

              	
                for
                  the avoidance of doubt, in respect of each Financial Year at the
                  end of
                  which Debt Cover is equal to or less than 2.75:1, 0 per cent. of
                  the
                  Excess Cashflow for that Financial Year provided
                  that from
                  the applicable percentage of Excess Cashflow shall be deducted
                  any
                  voluntary prepayments made during that Financial
                  Year.

              


      

       

      Any
        balance will be retained by the Group and may be used as set out in paragraph
        (f) below or may be used for any purpose not expressly prohibited under the
        Finance Documents or may (at the option of the Company) if the Senior Debt
        Cover
        ratio is 2:1 or below be utilised to prepay the Mezzanine Facility or, subject
        to the prerequisites set out in paragraph (b) of the definition of Permitted
        Payment, be applied by way of a loan to the Parent or in payment of dividends
        or
        redemption of equity by the Company or in payment of interest or principal
        on
        the Company Subordinated Debt.

       

      
        	
                (d)

              	
                IPO

              


      

       

      Upon
        the
        occurrence of an IPO not resulting in a Change of Control, the Company shall
        ensure that the Borrowers prepay Utilisations in the following amounts at
        the
        times and in the order of application contemplated by Clause 14.3
        (Application
        of mandatory prepayments):

       

      
        	 	
                (i)

              	
                if
                  on the immediately preceding Quarter Date the Debt Cover for the
                  Relevant
                  Period ending on such Quarter Date was greater than 4.75:1, an
                  amount
                  equal to 75 per cent. of the IPO
                  Proceeds;

              


      

       

      
        	 	
                (ii)

              	
                if
                  on the immediately preceding Quarter Date Debt Cover for the Relevant
                  Period ending on such Quarter Date was greater than 3.75:1 but
                  less than
                  or equal to 4.75:1, an amount equal to 50 per cent. of the IPO
                  Proceeds;

              


      

       

      
        	 	
                (iii)

              	
                if
                  on the immediately preceding Quarter Date Debt Cover for the Relevant
                  Period ending on such Quarter Date was greater than 2.75:1 but
                  less than
                  or equal to 3.75:1, an amount equal to 25 per cent. of the IPO
                  Proceeds;
                  and

              


      

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      


      
        	 	
                (iv)

              	
                (for
                  the avoidance of doubt) if, on the immediately preceding Quarter
                  Date,
                  Debt Cover for the Relevant Period ending on such Quarter Date
                  was equal
                  to or less than 2.75:1, an amount equal to 0 per cent. of the IPO
                  Proceeds.

              


      

       

      Any
        balance will be retained by the Group and may be used as set out in paragraph
        (f) below or otherwise used for any purpose not expressly prohibited under
        the
        Finance Documents or may (at the option of the Company) if the Senior Debt
        Cover
        ratio is 2:1 or below be utilised to prepay the Mezzanine Facility or, subject
        to the prerequisites set out in paragraph (b) of the definition of Permitted
        Payment, be applied by way of a loan to the Parent or in payment of dividends
        or
        redemption of equity by the Company or payment of interest or principal on
        the
        Company Subordinated Debt.

       

      
        	
                (e)

              	
                If
                  there is an IPO of the Non-Core Business which does not constitute
                  a
                  Change of Control, the IPO Proceeds received by the Group shall
                  be paid as
                  to the first 50 per cent. of the IPO Proceeds from any such IPO
                  in
                  prepayment of the Facilities and the remaining proceeds may be
                  retained by
                  the Group.

              


      

       

      
        	
                (f)

              	
                Amounts
                  not applied in prepayment of the Facilities pursuant to this
                  Clause 14.2
                  and not required, if not applied in prepayment, to be applied for
                  another
                  purpose specified in this Clause 14.2
                  will be available for the general corporate or acquisition purposes
                  of the
                  Group. For the avoidance of doubt, such amounts shall not be required
                  to
                  be held in a blocked account.

              


      

       

      
        	
                14.3

              	
                Application
                  of mandatory prepayments

              


      

      
        	
                (a)

              	
                A
                  prepayment made under Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  paragraphs (b) to (e) shall be applied in the following
                  order:

              


      

       

      
        	 	
                (i)

              	
                first,
                  in prepayment of Term Loans (provided, in each case, that the relevant
                  Availability Period has expired) as contemplated
                  below;

              


      

       

      
        	 	
                (ii)

              	
                secondly,
                  in cancellation of Available Commitments under the Acquisition
                  Sub-Limit
                  and the Uncommitted Acquisition Facility pro rata;
                  

              


      

       

      
        	 	
                (iii)

              	
                thirdly,
                  in cancellation of Available Commitments under the Revolving Facility
                  (and
                  the Available Commitment of each Lender under the Revolving Facility
                  will
                  be cancelled rateably);

              


      

       

      
        	 	
                (iv)

              	
                fourthly,
                  in prepayment and cancellation of Revolving Facility Utilisations
                  (excluding, for the avoidance of doubt, the Acquisition Term Loans)
                  and
                  Revolving Facility Commitments; and

              


      

       

      
        	 	
                (v)

              	
                fifthly,
                  in repayment and cancellation of the Ancillary Outstandings and
                  Ancillary
                  Commitments, Fronting Ancillary Commitments and Fronted Ancillary
                  Commitments.

              


      

       

      
        	
                (b)

              	
                A
                  prepayment made under paragraphs (b)
                  to
                  (e)
                  of
                  Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  shall, subject to what is set out below, prepay the Term Loans
                  as
                  follows:

              


      

       

      
        	 	
                (i)

              	
                in
                  amounts which reduce the Term Loans (in each case after the end
                  of the
                  relevant Availability Period), by the same proportion (pro rata
                  across any
                  tranches) unless a Facility B Lender is permitted to and elects
                  to waive
                  its share of the prepayment under Clause 15.8
                  (Prepayment
                  elections - Facility B)
                  and/or a Facility C Lender is permitted to and elects to waive
                  its share
                  of the prepayment under Clause 15.9
                  (Prepayment
                  elections - Facility C);
                  and

              


      

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

              	
                prepay
                  the Repayment Instalments in respect of the Facility A Loans, the
                  Acquisition Term Loans and the Acquisition Facility Loans (after
                  the end
                  of the applicable Availability Period) in amounts which reduce
                  those
                  instalments by the same proportion and pro
                  rata
                  across those instalments (and across any tranches);
                  or

              


      

       

      if
        the
        Company elects by giving the Facility Agent not less than 5 Business Days'
        notice: 

       

      
        	 	
                (iii)

              	
                prepay
                  first up to 50 per cent. of the next four original Repayment Instalments
                  of each of Facility A (pro rata across any tranches), the Acquisition
                  Facility Loans and the Acquisition Term Loans (provided, in each
                  case,
                  that the relevant Availability Period has expired);
                  and

              


      

       

      
        	 	
                (iv)

              	
                prepay
                  secondly the Facility A Loans, the Facility B Loans, the Facility
                  C Loans,
                  the Acquisition Term Loans and the Acquisition Facility Loans pro
                  rata
                  and pro
                  rata
                  against the Repayment Instalments in respect of the Facility A
                  Loans, the
                  Acquisition Term Loans and, after the end of its Availability Period,
                  the
                  Uncommitted Acquisition Facility (and pro rata across any tranches).
                  

              


      

       

      
        	
                (c)

              	
                Unless
                  the Company makes an election under paragraph (d) below, the Borrowers
                  shall prepay Term Loans at the following
                  times:

              


      

       

      
        	 	
                (i)

              	
                in
                  the case of any prepayment relating to the amounts of Acquisition
                  Proceeds, Disposal Proceeds, Insurance Proceeds or IPO Proceeds,
                  promptly
                  upon receipt of those proceeds; and

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of any prepayment relating to an amount of Excess Cashflow
                  on the
                  last day of the first Interest Period ending at least 15 Business
                  Days
                  after the date of delivery pursuant to Clause 27.1
                  (Financial
                  Statements)
                  of the Annual Financial Statements of the Parent for the relevant
                  Financial Year.

              


      

       

      
        	
                (d)

              	
                Subject
                  to paragraph (e)
                  below, the Company may, by giving the Facility Agent not less than
                  three
                  Business Days (or such shorter period as the Majority Lenders may
                  agree)
                  prior written notice, elect that any prepayment under Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  due which is to be applied in prepayment of a Loan on a day other
                  than the
                  last day of the Interest Period relating to that Loan be applied
                  in
                  prepayment of that Loan on the last day of the Interest Period
                  during
                  which such prepayment falls due.

              


      

       

      
        	
                (e)

              	
                If
                  the Company makes the election under paragraph (d)
                  above then (subject to there being no Event of Default outstanding)
                  a
                  proportion of each relevant Loan equal to the amount of the relevant
                  prepayment will be due and payable on the last day of its Interest
                  Period.
                  In the case of an Event of Default which is continuing the Facility
                  Agent
                  shall be entitled to use the amounts credited to the Mandatory
                  Prepayment
                  Account which are required to be applied pursuant to paragraph
                  (b), (c),
                  (d) or (e) of Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  to pay amounts due and payable under Clause 14.3
                  (Application
                  of mandatory prepayments)
                  and otherwise under the Finance
                  Documents.

              


      

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      


      
        	
                (f)

              	
                If
                  the Company has made an election under paragraph (d) above but
                  an Event of
                  Default under Clause 30.1
                  (Non-payment) has
                  occurred and is continuing or a notice has been given by the Facility
                  Agent pursuant to Clause 30.21 (Acceleration),
                  that election shall no longer apply and the amount of the relevant
                  prepayment shall be immediately due and payable (unless the Majority
                  Lenders otherwise agree in
                  writing).

              


      

       

      
        	
                14.4

              	
                Mandatory
                  Prepayment Accounts

              


      

      
        	
                (a)

              	
                The
                  Company shall ensure that:

              


      

       

      
        	 	
                (i)

              	
                Disposal
                  Proceeds, Insurance Proceeds, IPO Proceeds and Acquisition Proceeds
                  in
                  respect of which the Company has made an election under paragraph
                  (d)
                  of
                  Clause 14.3
                  (Application
                  of mandatory prepayments)
                  are paid into a Mandatory Prepayment Account as soon as reasonably
                  practicable after receipt by a member of the Group;
                  and

              


      

       

      
        	 	
                (ii)

              	
                an
                  amount equal to any Excess Cashflow in respect of which the Company
                  has
                  made an election under paragraph (d) of Clause 14.3
                  (Application
                  of mandatory prepayments)
                  is paid into a Mandatory Prepayment Account promptly after such
                  election.

              


      

       

      
        	
                (b)

              	
                The
                  Company and each Borrower irrevocably authorise the Facility Agent
                  to
                  apply amounts credited to a Mandatory Prepayment Account which
                  are
                  required to be applied pursuant to paragraphs (b), (c), (d) or
                  (e) of
                  Clause 14.3
                  (Application
                  of mandatory prepayments)
                  to pay amounts due and payable under Clause 14.3
                  (Application
                  of mandatory prepayments)
                  and otherwise under the Finance
                  Documents.

              


      

       

      
        	
                (c)

              	
                A
                  Lender, Security Agent or Facility Agent with which a Mandatory
                  Prepayment
                  Account is held acknowledges and agrees that (i) interest shall
                  accrue at
                  normal commercial rates on amounts credited to that Account and
                  subject to
                  their being no Event of Default continuing, that the account holder
                  shall
                  be entitled to receive such interest (which shall be paid in accordance
                  with the mandate relating to such account) and (ii) such Account
                  is
                  subject to the Transaction
                  Security.

              


      

       

      
        	
                14.5

              	
                General

              


      

      All
        prepayments to be made under Clause 14.2
        (Disposal,
        Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
        (other
        than upon the occurrence of an Exit or out of IPO Proceeds) are subject to
        permissibility under local law (including, without limitation, financial
        assistance, corporate benefit restrictions on up streaming of cash intra-group
        and the fiduciary and statutory duties of the directors of the relevant members
        of the Group). There will be no requirement to make any prepayment where
        the
        aggregate of the Tax and other cost to the Group of making that payment or
        making funds available to another member of the Group to enable such payment
        to
        be made exceeds an amount equal to 5 per cent. of the amount to be prepaid.
        The
        Company shall ensure that all members of the Group will use their reasonable
        endeavours to overcome any restrictions and/or minimise any costs of a
        prepayment. If at any time those restrictions are removed, any relevant proceeds
        will be applied in prepayment of the Facilities at the end of the next Interest
        Period provided
        that
        the
        relevant proceeds are available at such time to be so applied.

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                
                  RESTRICTIONS

                

              


      

       

      
        	
                15.1

              	
                Notices
                  of Cancellation or
                  Prepayment

              


      

      Any
        notice of cancellation or prepayment given by any Party under Clause
13
        (Illegality,
        voluntary prepayment and cancellation)
        or
        Clause 14
        (Mandatory
        prepayment)
        shall
        be irrevocable and, unless a contrary indication appears in this Agreement,
        shall specify the date or dates upon which the relevant cancellation or
        prepayment is to be made and the amount of that cancellation or
        prepayment.

       

      
        	
                15.2

              	
                Interest
                  and other amounts

              


      

      Any
        prepayment under this Agreement shall be made together with accrued interest
        on
        the amount prepaid and, subject to any Break Costs, without premium or
        penalty.

       

      
        	
                15.3

              	
                No
                  reborrowing of Term
                  Facilities

              


      

      No
        Borrower may reborrow any part of a Term Facility (or a Term Loan) which
        is
        prepaid.

       

      
        	
                15.4

              	
                Reborrowing
                  of Revolving Facility

              


      

      Unless
        a
        contrary indication appears in this Agreement, any part of the Revolving
        Facility which is prepaid may be reborrowed in accordance with the terms
        of this
        Agreement. For the avoidance of doubt, amounts under Acquisition Term Loans
        that
        are repaid or prepaid may not be reborrowed.

       

      
        	
                15.5

              	
                Prepayment
                  in accordance with
                  Agreement

              


      

      No
        Borrower shall repay or prepay all or any part of the Utilisations or cancel
        all
        or any part of the Commitments except at the times and in the manner expressly
        provided for in this Agreement.

       

      
        	
                15.6

              	
                No
                  reinstatement of
                  Commitments

              


      

      No
        amount
        of the Total Commitments cancelled under this Agreement may be subsequently
        reinstated.

       

      
        	
                15.7

              	
                Facility
                  Agent's receipt of Notices

              


      

      If
        the
        Facility Agent receives a notice under Clause 13
        (Illegality,
        voluntary prepayment and cancellation)
        or
        Clause 14
        (Mandatory
        prepayment)
        it
        shall promptly forward a copy of that notice to either the Company or the
        affected Lender, as appropriate.

       

      
        	
                15.8

              	
                Prepayment
                  elections
                  - Facility B

              


      

      The
        Facility Agent shall notify the Lenders promptly of any proposed prepayment
        of
        any Facility B Loan to be made under Clause 13.4
        (Voluntary
        Prepayment of Term Loans)
        or
        Clause 14.2
        (Disposal,
        Insurance and Acquisition Proceeds, Excess Cashflow and IPO).
        Unless
        Facility A and/or Facility C have been repaid in full, any Lender under Facility
        B (other than a Lender which is subject to Clause 13.6
        (Right
        of cancellation and repayment in relation to a single Lender or Issuing
        Bank))
        may,
        if it gives the Facility Agent not less than two Business Days prior notice,
        elect to waive its share of that prepayment of Facility B and the amount
        of any
        prepayment so waived shall be applied in prepayment of other Lenders under
        Facility B and, if not so applied in voluntary or mandatory, as the case
        may be, prepayment of Facility A and/or Facility C (subject to the rights
        of
        Facility C Lenders to decline prepayment under Clause 15.9
        (Prepayment
        elections - Facility C)
        below),
        in the case of a voluntary prepayment in accordance with
        Clause 13.4
        (Voluntary
        Prepayment of Term Loans)
        and in
        the case of a mandatory prepayment in accordance with Clause 14.3
        (Application
        of mandatory prepayments).
        

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      


      
        	
                15.9

              	
                Prepayment
                  elections
                  - Facility C

              


      

      The
        Facility Agent shall notify the Lenders promptly of any proposed prepayment
        of
        any Facility C Loan to be made under Clause 13.4
        (Voluntary
        Prepayment of Term Loans)
        or
        Clause 14.2
        (Disposal,
        Insurance and Acquisition Proceeds, Excess Cashflow and IPO).
        Unless
        Facility A and/or Facility B have been repaid in full, any Lender under Facility
        C (other than a Lender which is subject to Clause 13.6
        (Right
        of cancellation and repayment in relation to a single Lender or Issuing
        Bank))
        may,
        if it gives the Facility Agent not less than two Business Days prior notice,
        elect to waive its share of that prepayment of Facility C and the amount
        of any
        prepayment so waived shall be applied in prepayment of other Lenders under
        Facility C and, if not so applied, will be applied in voluntary or mandatory,
        as
        the case may be, prepayment of Facility A and/or Facility B (subject to the
        rights of Facility B Lenders to decline prepayment under
        Clause 15.8
        (Prepayment
        elections - Facility B)
        above),
        in the case of a voluntary prepayment in accordance with
        Clause 13.4
        (Voluntary
        Prepayment of Term Loans)
        and in
        the case of a mandatory prepayment in accordance with Clause 14.3
        (Application
        of mandatory prepayments).
        

       

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      


      SECTION
        5

       

      COSTS
        OF UTILISATION

       

      
        	
                16.

              	
                
                  INTEREST

                

              


      

       

      
        	
                16.1

              	
                Calculation
                  of interest

              


      

      The
        rate
        of interest on each Loan for each Interest Period is the percentage rate
        per
        annum which is the aggregate of the applicable:

       

      
        	 	
                (a)

              	
                Margin;

              


      

       

      
        	 	
                (b)

              	
                LIBOR
                  or, in relation to any Loan in euro, EURIBOR;
                  and

              


      

       

      
        	 	
                (c)

              	
                Mandatory
                  Cost, if any.

              


      

       

      
        	
                16.2

              	
                Payment
                  of interest

              


      

      
        	
                (a)

              	
                The
                  Borrower to which a Loan has been made shall pay accrued interest
                  on that
                  Loan on the last day of each Interest Period (and, if the Interest
                  Period
                  is longer than six Months, on the dates falling at six Monthly
                  intervals
                  after the first day of the Interest
                  Period).

              


      

       

      
        	
                (b)

              	
                If
                  the annual audited financial statements of the Group and related
                  Compliance Certificate received by the Facility Agent show that
                  a higher
                  Margin should have applied during a certain period, then the Company
                  shall
                  (or shall ensure the relevant Borrower shall) promptly pay to the
                  Facility
                  Agent any amounts necessary to put the Facility Agent and the Lenders
                  in
                  the position they would have been in had the appropriate rate of
                  the
                  Margin applied during such period, provided
                  that
                  additional payments to a Lender will only be made to the extent
                  it was a
                  Lender during the relevant period where a higher rate of Margin
                  should
                  have applied.

              


      

       

      
        	
                (c)

              	
                If
                  the annual audited financial statements of the Group and related
                  Compliance Certificate received by the Facility Agent show that
                  a lower
                  Margin should have applied during a certain period, then the next
                  payments
                  of interest falling due on the Loans shall be reduced to the extent
                  necessary to put the Obligors in the position they would have been
                  in had
                  the appropriate rate of the Margin applied during such period,
                  provided
                  that
                  future payments to a Lender will only be reduced to the extent
                  it was a
                  Lender during the relevant period where a lower rate of Margin
                  should have
                  applied.

              


      

       

      
        	
                16.3

              	
                Default
                  interest

              


      

      
        	
                (a)

              	
                If
                  an Obligor fails to pay any amount payable by it under a Finance
                  Document
                  on its due date, interest shall accrue on the overdue amount from
                  the due
                  date up to the date of actual payment (both before and after judgment)
                  at
                  a rate which, subject to paragraph (b) below, is one per cent.
                  higher than
                  the rate which would have been payable if the overdue amount had,
                  during
                  the period of non-payment, constituted a Loan in the currency of
                  the
                  overdue amount for successive Interest Periods, each of a duration
                  selected by the Facility Agent (acting reasonably). Any interest
                  accruing
                  under this Clause 16.3
                  shall be immediately payable by the Obligor on demand by the Facility
                  Agent.

              


      

       

      
        	
                (b)

              	
                If
                  any overdue amount consists of all or part of a Loan which became
                  due on a
                  day which was not the last day of an Interest Period relating to
                  that
                  Loan:

              


      

       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                the
                  first Interest Period for that overdue amount shall have a duration
                  equal
                  to the unexpired portion of the current Interest Period relating
                  to that
                  Loan; and

              


      

       

      
        	 	
                (ii)

              	
                the
                  rate of interest applying to the overdue amount during that first
                  Interest
                  Period shall be one per cent. higher than the rate which would
                  have
                  applied if the overdue amount had not become
                  due.

              


      

       

      
        	
                (c)

              	
                Default
                  interest (if unpaid) arising on an overdue amount will be compounded
                  with
                  the overdue amount at the end of each Interest Period applicable
                  to that
                  overdue amount but will remain immediately due and
                  payable.

              


      

       

      
        	
                16.4

              	
                Notification
                  of rates of interest

              


      

      The
        Facility Agent shall promptly notify the Lenders and the relevant Borrower
        (or
        the Company) of the determination of a rate of interest under this
        Agreement.

       

      
        	
                16.5

              	
                Highest
                  Lawful Rate

              


      

      Notwithstanding
        any other provision herein, in no event shall the rate of interest payable
        by
        any Obligor with respect to any Loan exceed the Highest Lawful
        Rate.

       

      
        	
                16.6

              	
                Effective
                  Global Rate

              


      

      To
        comply
        with the provisions of Articles L313-1, L313-2, R313-1 and R313-2 of the
        French
Code
        de la Consommation
        (Consumer Code) and L313-4 of the French Code
        Monétaire et Financier
        (French
        Monetary and Financial Code), the Borrowers and the Lenders declare that
        the
        effective global rate for each of the Facilities cannot be calculated for
        the
        total duration of this Agreement, primarily because of the floating rate
        of
        interest and adjustable Margin applicable to the Facilities and the relevant
        Borrower's selection of the duration of each Interest Period. However, an
        example of the effective global rate calculation substantially in the form
        set
        out in Schedule 14 (Form
        of TEG Letter)
        shall
        be provided to each French Borrower by the Facility Agent on Closing if
        relevant, and/or on the date on which a French Borrower accedes to this
        Agreement.

       

      
        	
                17.

              	
                
                  INTEREST
                    PERIODS

                

              


      

       

      
        	
                17.1

              	
                Selection
                  of Interest Periods and
                  Terms

              


      

      
        	
                (a)

              	
                A
                  Borrower (or the Company on behalf of a Borrower) may select an
                  Interest
                  Period for a Loan in the Utilisation Request for that Loan or (if
                  the Loan
                  is a Term Loan and has already been borrowed) in a Selection
                  Notice.

              


      

       

      
        	
                (b)

              	
                Each
                  Selection Notice for a Term Loan is irrevocable and must be delivered
                  to
                  the Facility Agent by the Borrower (or the Company on behalf of
                  the
                  Borrower) to which that Term Loan was made not later than the Specified
                  Time (or such later time as the Facility Agent may
                  agree).

              


      

       

      
        	
                (c)

              	
                If
                  a Borrower (or the Company) fails to deliver a Selection Notice
                  to the
                  Facility Agent in accordance with paragraph (b) above, the relevant
                  Interest Period will, subject to Clause 17.2
                  (Changes
                  to Interest Periods),
                  be one Month.

              


      

       

      
        	
                (d)

              	
                Subject
                  to this Clause 17,
                  a
                  Borrower (or the Company) may select an Interest Period of one,
                  two, three
                  or six Months or any other period agreed between the Borrower (or
                  the
                  Company) and the Facility Agent (acting on the instructions of
                  Lenders
                  whose Commitments with respect to the relevant Facility aggregate
                  at least
                  66 2/3 per cent. of all of the Commitments in respect of that Facility
                  if
                  such period is less than six Months or acting on the instructions
                  of all
                  the Lenders of the relevant Facility if such period is more than
                  six
                  Months). In addition a Borrower (or the Company on its behalf)
                  may select
                  an Interest Period of:

              


      

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                (in
                  relation to Facility A or the Uncommitted Acquisition Facility
                  or
                  Acquisition Term Loans) a period of less than one Month, if necessary
                  to
                  ensure that there are sufficient Facility A Loans or Acquisition
                  Term
                  Loans or, as the case may be, Acquisition Facility Loans (with
                  an
                  aggregate Base Currency Amount equal to or greater than the Repayment
                  Instalment) which have an Interest Period ending on a Repayment
                  Date
                  relating to the relevant Facility for the Borrowers to make the
                  Repayment
                  Instalment due on that date;

              


      

       

      
        	 	
                (ii)

              	
                a
                  period necessary to ensure that the Loans under the relevant Facility
                  or
                  Facilities to be redenominated in accordance with Clause 9.4
                  (Redenomination)
                  have an interest period ending on the Redenomination Date for that
                  Facility; or

              


      

       

      
        	 	
                (iii)

              	
                a
                  period necessary to ensure that the last day of the relevant Interest
                  Period matches any relevant payments under the Hedging
                  Agreements.

              


      

       

      
        	
                (e)

              	
                Each
                  Interest Period for a Term Loan shall start on the Utilisation
                  Date or (if
                  already made) on the last day of its preceding Interest
                  Period.

              


      

       

      
        	
                (f)

              	
                A
                  Revolving Facility Loan (other than an Acquisition Term Loan) has
                  one
                  Interest Period only.

              


      

       

      
        	
                (g)

              	
                An
                  Interest Period for a Loan shall not extend beyond the Termination
                  Date
                  applicable to its Facility.

              


      

       

      
        	
                (h)

              	
                Prior
                  to the Syndication Date, Interest Periods shall be one Month or
                  such other
                  period as the Facility Agent and the Company may agree and any
                  Interest
                  Period which would otherwise end during the Month preceding or
                  extend
                  beyond the Syndication Date shall end on the Syndication
                  Date.

              


      

       

      
        	
                17.2

              	
                Changes
                  to Interest Periods

              


      

      
        	
                (a)

              	
                Prior
                  to determining the interest rate for a Facility A Loan, Acquisition
                  Term
                  Loan or an Acquisition Facility Loan, the Facility Agent may shorten
                  an
                  Interest Period for any Facility A Loan, Acquisition Term Loan
                  or
                  Acquisition Facility Loan to ensure there are sufficient Facility
                  A Loans,
                  Acquisition Term Loans or Acquisition Facility Loans (as the case
                  may be)
                  (with an aggregate Base Currency Amount equal to or greater than
                  the
                  Repayment Instalment) which have an Interest Period ending on a
                  Repayment
                  Date for the Borrowers to make the Repayment Instalment due on
                  that
                  date.

              


      

       

      
        	
                (b)

              	
                If
                  the Facility Agent makes any of the changes to an Interest Period
                  referred
                  to in this Clause 17.2,
                  it shall promptly notify the Company and the
                  Lenders.

              


      

       

      
        	
                17.3

              	
                Non-Business
                  Days

              


      

      If
        an
        Interest Period would otherwise end on a day which is not a Business Day,
        that
        Interest Period will instead end on the next Business Day in that calendar
        month
        (if there is one) or the preceding Business Day (if there is not).

       

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      


      
        	
                17.4

              	
                Consolidation
                  and division of Term Loans

              


      

      
        	
                (a)

              	
                Subject
                  to paragraph (b) below, if two or more Interest
                  Periods:

              


      

       

      
        	 	
                (i)

              	
                relate
                  to Term Loans made under the same
                  Facility;

              


      

       

      
        	 	
                (ii)

              	
                end
                  on the same date; and

              


      

       

      
        	 	
                (iii)

              	
                are
                  made to the same Borrower,

              


      

       

      those
        Term Loans will, unless that Borrower (or the Company on its behalf) specifies
        to the contrary in the Selection Notice for the next Interest Period, be
        consolidated into, and treated as, a single Term Loan on the last day of
        the
        Interest Period.

       

      
        	
                (b)

              	
                Subject
                  to Clause 4.4
                  (Maximum
                  number of Utilisations),
                  and Clause 5.3
                  (Currency
                  and amount)
                  if a Borrower (or the Company on its behalf) requests in a Selection
                  Notice that a Term Loan be divided into two or more Term Loans,
                  that Term
                  Loan will, on the last day of its Interest Period, be so divided
                  with Base
                  Currency Amounts specified in that Selection Notice, having an
                  aggregate
                  Base Currency Amount equal to the Base Currency Amount of the Term
                  Loan
                  immediately before its division.

              


      

       

      
        	
                18.

              	
                
                  CHANGES
                    TO THE CALCULATION OF
                    INTEREST

                

              


      

       

      
        	
                18.1

              	
                Absence
                  of quotations

              


      

      Subject
        to Clause 18.2
        (Market
        disruption),
        if
        LIBOR or, if applicable, EURIBOR is to be determined by reference to the
        Reference Banks but a Reference Bank does not supply a quotation by the
        Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall
        be
        determined on the basis of the quotations of the remaining Reference
        Banks.

       

      
        	
                18.2

              	
                Market
                  disruption

              


      

      
        	
                (a)

              	
                If
                  a Market Disruption Event occurs in relation to a Loan for any
                  Interest
                  Period, then the rate of interest on each Lender's share of that
                  Loan for
                  the Interest Period shall be the rate per annum which is the sum
                  of:

              


      

       

      
        	 	
                (i)

              	
                the
                  Margin;

              


      

       

      
        	 	
                (ii)

              	
                the
                  rate notified to the Facility Agent by that Lender as soon as practicable
                  and in any event before interest is due to be paid in respect of
                  that
                  Interest Period, to be that which expresses as a percentage rate
                  per annum
                  the cost to that Lender of funding its participation in that Loan
                  from
                  whatever source it may reasonably select;
                  and

              


      

       

      
        	 	
                (iii)

              	
                the
                  Mandatory Cost, if any, applicable to that Lender's participation
                  in the
                  Loan.

              


      

       

      
        	
                (b)

              	
                In
                  this Agreement "Market
                  Disruption Event"
                  means:

              


      

       

      
        	 	
                (i)

              	
                at
                  or about noon on the Quotation Day for the relevant Interest Period
                  the
                  Screen Rate is not available and none or only one of the Reference
                  Banks
                  supplies a rate to the Facility Agent to determine LIBOR or, if
                  applicable, EURIBOR for the relevant currency and Interest Period;
                  or

              


      

       

      
        	 	
                (ii)

              	
                before
                  close of business in London on the Quotation Day for the relevant
                  Interest
                  Period, the Facility Agent receives notifications from a Lender
                  or Lenders
                  (whose participations in a Loan exceed 50 per cent. of that Loan)
                  that the
                  cost to it of obtaining matching deposits in the Relevant Interbank
                  Market
                  would be in excess of LIBOR or, if applicable,
                  EURIBOR.

              


      

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      


      
        	
                18.3

              	
                Alternative
                  basis of interest or
                  funding

              


      

      
        	
                (a)

              	
                If
                  a Market Disruption Event occurs and the Facility Agent or the
                  Company so
                  requires, the Facility Agent and the Company shall enter into negotiations
                  (for a period of not more than thirty days) with a view to agreeing
                  a
                  substitute basis for determining the rate of
                  interest.

              


      

       

      
        	
                (b)

              	
                Any
                  alternative basis agreed pursuant to paragraph (a) above shall,
                  with the
                  prior consent of all the Lenders and the Company, be binding on all
                  Parties.

              


      

       

      
        	
                18.4

              	
                Break
                  Costs

              


      

      
        	
                (a)

              	
                Each
                  Borrower shall, within three Business Days of demand by a Finance
                  Party,
                  pay to that Finance Party its Break Costs attributable to all or
                  any part
                  of a Loan or Unpaid Sum being paid by that Borrower on a day other
                  than
                  the last day of an Interest Period for that Loan or Unpaid
                  Sum.

              


      

       

      
        	
                (b)

              	
                Each
                  Lender shall, as soon as reasonably practicable after a demand
                  by the
                  Facility Agent, provide a certificate confirming the amount of
                  its Break
                  Costs for any Interest Period in which they
                  accrue.

              


      

       

      
        	
                19.

              	
                FEES

              


      

       

      
        	
                19.1

              	
                Commitment
                  fee

              


      

      
        	
                (a)

              	
                The
                  Company shall pay to the Facility Agent (for the account of each
                  Lender) a
                  fee in the Base Currency computed at the rate
                  of:

              


      

       

      
        	 	
                (i)

              	
                0.50
                  per cent. per annum on that Lender's Available Commitment under
                  Facility A
                  from the earlier of Closing and the date falling 30 days after the
                  date of this Agreement until the end of the Availability Period
                  applicable
                  to Facility A;

              


      

       

      
        	 	
                (ii)

              	
                0.50
                  per cent. per annum on that Lender's Available Commitment under
                  Facility B
                  from the earlier of Closing and the date falling 30 days after the
                  date of this Agreement until the end of the Availability Period
                  applicable
                  to Facility B;

              


      

       

      
        	 	
                (iii)

              	
                0.50
                  per cent. per annum on that Lender's Available Commitment under
                  Facility C
                  from the earlier of Closing and the date falling 30 days after the
                  date of this Agreement until the end of the Availability Period
                  applicable
                  to Facility C;

              


      

       

      
        	 	
                (iv)

              	
                such
                  percentage per annum as agreed between the Facility Agent (acting
                  on
                  instructions of the Acquisition Facility Lenders) and the Company
                  on that
                  Lender's Available Commitment under the Uncommitted Acquisition
                  Facility
                  for the Availability Period applicable to the Uncommitted Acquisition
                  Facility; and

              


      

       

      
        	 	
                (v)

              	
                0.75
                  per cent. per annum on that Lender's Available Commitment under
                  the
                  Revolving Facility for the Availability Period applicable to the
                  Revolving
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  accrued commitment fee is payable quarterly in arrear on the last
                  day of
                  each successive period of three Months which ends during the relevant
                  Availability Period, on the last day of the relevant Availability
                  Period
                  and on the cancelled amount of the relevant Lender's Commitment
                  at the
                  time the cancellation is effective provided
                  that no
                  fee shall become payable prior to the Scheme
                  Date.

              


      

       

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


      
        	
                19.2

              	
                Arrangement
                  fee

              


      

      Subject
        to a Utilisation being made under this Agreement, the Company shall pay to
        the
        Arranger an arrangement fee in the amount and at the times agreed in a Fee
        Letter.

       

      
        	
                19.3

              	
                Agency
                  fee

              


      

      Subject
        to a Utilisation being made under this Agreement, the Company shall pay to
        the
        Facility Agent (for its own account) an agency fee in the amount and at the
        times agreed in a Fee Letter.

       

      
        	
                19.4

              	
                Fees
                  payable in respect of Letters of
                  Credit

              


      

      
        	
                (a)

              	
                Each
                  Borrower shall pay to the Facility Agent for the account of the
                  Issuing
                  Bank a fronting fee at the rate of 0.125 per cent. per annum on the
                  outstanding amount (to the extent it is not cash collateralised)
                  which is
                  counter-indemnified by the other Lenders of each Letter of Credit
                  requested by it for the period from the issue of that Letter of
                  Credit
                  until its Expiry Date.

              


      

       

      
        	
                (b)

              	
                Each
                  Borrower shall pay to the Facility Agent (for the account of each
                  Lender)
                  a Letter of Credit fee (computed at the rate per annum equal to
                  the Margin
                  applicable to a Revolving Facility Loan) on the outstanding amount
                  of each
                  Letter of Credit (to the extent it is not cash collateralised)
                  requested
                  by it for the period from the issue of that Letter of Credit until
                  its
                  Expiry Date. This fee shall be distributed according to each Lender's
                  L/C
                  Proportion of that Letter of
                  Credit.

              


      

       

      
        	
                (c)

              	
                The
                  accrued fronting fee and Letter of Credit fee on a Letter of Credit
                  set
                  out in paragraphs (a) and (b) respectively of this Clause 19.4
                  shall be
                  payable on the last day of each successive period of three Months
                  (or such
                  shorter period as shall end on the Expiry Date for that Letter
                  of Credit)
                  starting on the date of issue of that Letter of Credit. The accrued
                  fronting fee and Letter of Credit fee are also payable to the Facility
                  Agent on the cancelled amount of any Lender's Revolving Facility
                  Commitment at the time the cancellation is effective if that Commitment
                  is
                  cancelled in full and the Letter of Credit is prepaid or repaid
                  in
                  full.

              


      

       

      
        	
                (d)

              	
                If
                  a Borrower cash covers any part of a Letter of Credit
                  then:

              


      

       

      
        	 	
                (i)

              	
                no
                  fronting fee or Letter of Credit fee shall be payable in respect
                  of that
                  part of the Letter of Credit that is cash covered provided
                  that
                  a
                  management fee of 0.05 per cent. per annum will be payable to the
                  Issuing
                  Bank on such cash covered part of the Letter of Credit at the same
                  time as
                  the fronting fee and Letter of Credit fee would have been payable;
                  and

              


      

       

      
        	 	
                (ii)

              	
                each
                  Borrower will be entitled to withdraw the interest accrued on the
                  cash
                  cover to pay the fees set out in sub-paragraph (i)
                  above.

              


      

       

      
        	
                19.5

              	
                Interest,
                  commission and fees on Ancillary Facilities
                  and Fronted Ancillary
                  Facilities

              


      

      The
        rate
        and time of payment of interest, commission, fees and any other remuneration
        (the "Ancillary
        Charges")
        in
        respect of each Ancillary Facility and Fronted Ancillary Facility shall be
        determined by agreement between the relevant Ancillary Lender or Fronting
        Ancillary Lender (as the case may be) and the Borrower of that Ancillary
        Facility or Fronted Ancillary Facility based upon normal market rates and
        terms.

       

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      


      SECTION
        6

       

      ADDITIONAL
        PAYMENT OBLIGATIONS

       

      
        	
                20.

              	
                
                  TAX
                    GROSS-UP AND
                    INDEMNITIES

                

              


      

       

      
        	
                20.1

              	
                Definitions

              


      

      
        	
                (a)

              	
                In
                  this Agreement:

              


      

       

      "Protected
        Party"
        means a
        Finance Party which is or will be subject to any liability or required to
        make
        any payment for or on account of Tax in relation to a sum received or receivable
        (or any sum deemed for the purposes of Tax to be received or receivable)
        under a
        Finance Document.

       

      "Qualifying
        Lender"
        means:

       

      
        	 	
                (i)

              	
                in
                  relation to a UK Obligor, a Lender (other than a Lender within
                  sub-paragraph (D) below) which is beneficially entitled to interest
                  payable to that Lender in respect of an advance under a Finance
                  Document
                  and is:

              


      

       

      
        	 	
                (A)

              	
                a
                  Lender:

              


      

       

      
        	
              	(1)	
                which
                  is a bank (as defined for the purpose of section 879 of ITA) making
                  an
                  advance under a Finance Document;
                  or

              


      

       

      
        	
              	(2)	
                in
                  respect of an advance made under a Finance Document by a person
                  that was a
                  bank (as defined for the purpose of section 879 of ITA) at the
                  time that
                  that advance was made,

              


      

       

      and
        which
        is within the charge to United Kingdom corporation tax as respects any payments
        of interest made in respect of that advance;

       

      
        	 	
                (B)

              	
                a
                  Lender which is:

              


      

       

      
        	
              	(1)	
                a
                  company resident in the United Kingdom for United Kingdom tax
                  purposes;

              


      

       

      
        	
              	(2)	
                a
                  partnership each member of which
                  is:

              


      

       

      
        	 	
                (b)

              	
                a
                  company so resident in the United Kingdom;
                  or

              


      

       

      
        	 	
                (c)

              	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and which
                  brings into
                  account in computing its chargeable profits (for the purposes of
                  section
                  11(2) of the Taxes Act) the whole of any share of interest payable
                  in
                  respect of that advance that falls to it by reason of sections
                  114 and 115
                  of the Taxes Act; or

              


      

       

      
        	
              	(3)	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and which
                  brings into
                  account interest payable in respect of that advance in computing
                  the
                  chargeable profits (for the purposes of section 11(2) of the Taxes
                  Act) of
                  that company; or

              


      

       

      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      


      
        	 	
                (C)

              	
                a
                  Treaty Lender; or

              


      

       

      
        	 	
                (D)

              	
                a
                  Lender which is a building society (as defined for the purposes
                  of section
                  880 of ITA) making an advance under a Finance
                  Document;

              


      

       

      
        	 	
                (ii)

              	
                in
                  relation to a U.S. Obligor, a Lender
                  which:

              


      

       

      
        	 	
                (A)

              	
                is
                  a US Person; or

              


      

       

      
        	 	
                (B)

              	
                is
                  not a US Person but is entitled to complete exemption from withholding
                  of
                  US federal income tax on interest payable to it in respect of a
                  Loan (in
                  each case under this paragraph (ii), a "US
                  Qualifying Lender");

              


      

       

      
        	 	
                (iii)

              	
                in
                  relation to a French Obligor, a Lender
                  which:

              


      

       

      
        	 	
                (A)

              	
                has
                  its Facility Office in France; or

              


      

       

      
        	 	
                (B)

              	
                fulfils
                  the conditions imposed by French law taking into account, as the
                  case may
                  be, any double taxation agreement in force on the relevant date
                  (subject
                  to the completion of any necessary procedural formalities), in
                  order for
                  an interest payment not to be subject to (or as the case may be,
                  to be
                  exempt from) an Tax Deduction; or

              


      

       

      
        	 	
                (iv)

              	
                in
                  relation to an Obligor incorporated in any other jurisdiction,
                  any
                  Lender.

              


      

       

      "Tax
        Confirmation"
        means a
        confirmation by a Lender that the person beneficially entitled to interest
        payable to that Lender in respect of an advance under a Finance Document
        is
        either:

       

      
        	 	
                (i)

              	
                a
                  company resident in the United Kingdom for United Kingdom tax
                  purposes;

              


      

       

      
        	 	
                (ii)

              	
                a
                  partnership each member of which
                  is:

              


      

       

      
        	
              	(1)	
                a
                  company so resident in the United Kingdom;
                  or

              


      

       

      
        	
              	(2)	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and which
                  brings into
                  account in computing its chargeable profits (for the purposes of
                  section
                  11(2) of the Taxes Act) the whole of any share of interest payable
                  in
                  respect of that advance that falls to it by reason of sections
                  114 and 115
                  of the Taxes Act; or

              


      

       

      
        	 	
                (iii)

              	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and which
                  brings into
                  account interest payable in respect of that advance in computing
                  the
                  chargeable profits (for the purposes of section 11(2) of the Taxes
                  Act) of
                  that company.

              


      

       

      "Tax
        Credit"
        means a
        credit against, relief or remission for, or repayment of, any Tax.

       

      "Tax
        Deduction"
        means a
        deduction or withholding for or on account of Tax from a payment under a
        Finance
        Document.

       

      "Tax
        Payment"
        means
        either the increase in a payment made by an Obligor to a Finance Party under
        Clause 20.2
        (Tax
        gross-up)
        or a
        payment under Clause 20.3
        (Tax
        indemnity).

       

      "Treaty
        Lender"
        means a
        Lender (other than a US Qualifying Lender) which:

       

      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                is
                  treated as a resident of a Treaty State for the purposes of the
                  relevant
                  Treaty;

              


      

       

      
        	 	
                (ii)

              	
                does
                  not carry on a business in the jurisdiction of incorporation of
                  the
                  respective Obligor through a permanent establishment with which
                  that
                  Lender's participation in the Loan is effectively connected;
                  and

              


      

       

      
        	 	
                (iii)

              	
                fulfils
                  any other conditions which must be fulfilled under the relevant
                  Treaty by
                  residents of that Treaty State for such residents to obtain exemption
                  from
                  taxation levied by the United Kingdom or France on interest, subject
                  to
                  completion of procedural
                  formalities.

              


      

       

      "Treaty
        State"
        means a
        jurisdiction having a double taxation agreement (a "Treaty")
        with
        the United Kingdom or France which makes provision for full exemption from
        tax
        imposed by the United Kingdom or France on interest.

       

      "UK
        Non-Bank Lender"
        means a
        Lender which gives a Tax Confirmation in the Transfer Certificate and Lender
        Accession Undertaking which it executes on becoming a Party

       

      Unless
        a
        contrary indication appears, in this Clause 20
        a
        reference to "determines"
        or
        "determined"
        means a
        determination made in the absolute discretion of the person making the
        determination.

       

      
        	
                20.2

              	
                Tax
                  gross-up

              


      

      
        	
                (a)

              	
                Each
                  Obligor shall make all payments to be made by it without any Tax
                  Deduction, unless a Tax Deduction is required by
                  law.

              


      

       

      
        	
                (b)

              	
                The
                  Company shall promptly upon becoming aware that an Obligor must
                  make a Tax
                  Deduction (or that there is any change in the rate or the basis
                  of a Tax
                  Deduction) notify the Facility Agent accordingly. Similarly, a
                  Lender or
                  Issuing Bank shall notify the Facility Agent on becoming so aware
                  in
                  respect of a payment payable to that Lender or Issuing Bank. If
                  the
                  Facility Agent receives such notification from a Lender or Issuing
                  Bank it
                  shall promptly notify the Company and that
                  Obligor.

              


      

       

      
        	
                (c)

              	
                If
                  a Tax Deduction is required by law to be made by an Obligor, the
                  amount of
                  the payment due from that Obligor shall be increased to an amount
                  which
                  (after making any Tax Deduction) leaves an amount equal to the
                  payment
                  which would have been due if no Tax Deduction had been
                  required.

              


      

       

      
        	
                (d)

              	
                An
                  Obligor is not required to make an increased payment to a Lender
                  under
                  paragraph (c) above for a Tax Deduction in respect of Tax imposed
                  by the
                  United Kingdom or France from an interest payment, if on the date
                  on which
                  the payment falls due:

              


      

       

      
        	 	
                (i)

              	
                the
                  payment could have been made to the relevant Lender without a Tax
                  Deduction if it was a Qualifying Lender, but on that date that
                  Lender is
                  not or has ceased to be a Qualifying Lender other than as a result
                  of any
                  change after the date it became a Lender under this Agreement in
                  (or in
                  the interpretation, administration, or application of) any law
                  or Treaty,
                  or any published practice or concession of any relevant taxing
                  authority;
                  or

              


      

       

      
        	 	
                (ii)

              	 


      

       

      
        	 	
                (A)

              	
                the
                  relevant Lender is a Qualifying Lender solely under sub-paragraph
                  (i)(B)
                  of the definition of Qualifying
                  Lender;

              


      

       

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      


      
        	 	
                (B)

              	
                an
                  officer of HM Revenue & Customs has given (and not revoked) a
                  direction (a "Direction")
                  under section 931 of ITA (as that provision has effect on the date
                  on
                  which the relevant Lender became a Party) which relates to that
                  payment
                  and that Lender has received from that Obligor or the Company a
                  certified
                  copy of that Direction; and

              


      

       

      
        	 	
                (C)

              	
                the
                  payment could have been made to the Lender without any Tax Deduction
                  in
                  the absence of that Direction; or

              


      

       

      
        	 	
                (iii)

              	
                the
                  relevant Lender is a Qualifying Lender solely under
                  sub-paragraph (i)(B) of the definition of Qualifying Lender and it
                  has not, other than by reason of any change after the date of this
                  Agreement in (or in the interpretation, administration, or application
                  of)
                  any law, or any published practice or concession of any relevant
                  taxing
                  authority, given a Tax Confirmation to the Company;
                  or

              


      

       

      
        	 	
                (iv)

              	
                the
                  Tax Deduction would not have been required if the Lender had complied
                  with
                  its obligations under paragraph (m) below;
                  or

              


      

       

      
        	 	
                (v)

              	
                the
                  relevant Lender is a Treaty Lender with respect to the United Kingdom
                  and
                  the relevant Obligor has not received a direction (other than of
                  a
                  provisional nature) from HM Revenue & Customs entitling it to make
                  interest payments to that Treaty Lender without a Tax Deduction
                  with
                  respect to Tax imposed by the United Kingdom on interest and which
                  direction remains in full force and
                  effect.

              


      

       

      
        	
                (e)

              	
                If
                  an Obligor is required to make a Tax Deduction, that Borrower shall
                  make
                  that Tax Deduction and any payment required in connection with
                  that Tax
                  Deduction within the time allowed and in the minimum amount required
                  by
                  law.

              


      

       

      
        	
                (f)

              	
                Within
                  thirty days of making either a Tax Deduction or any payment required
                  in
                  connection with that Tax Deduction, the Obligor making that Tax
                  Deduction
                  shall deliver to the Facility Agent for the Finance Party entitled
                  to the
                  payment evidence reasonably satisfactory to that Finance Party
                  that the
                  Tax Deduction has been made or (as applicable) any appropriate
                  payment
                  paid to the relevant taxing
                  authority.

              


      

       

      
        	
                (g)

              	
                A
                  Treaty Lender and each Obligor which makes a payment to which that
                  Treaty
                  Lender is entitled shall co-operate in completing any procedural
                  formalities necessary for that Obligor to obtain authorisation
                  to make
                  that payment without a Tax Deduction (including the filing by the
                  Treaty
                  Lender of any relevant tax forms).

              


      

       

      
        	
                (h)

              	
                A
                  Lender acting through a Facility Office situated outside France
                  who is
                  entitled to receive a payment from an Obligor established in France
                  shall
                  cooperate with such Obligor in completing any procedural formalities
                  necessary for that Obligor (or for its paying agent) to obtain
                  authorisation to make that payment without a Tax
                  Deduction.

              


      

       

      
        	
                (i)

              	
                A
                  UK Non-Bank Lender which becomes a Party on the day on which this
                  Agreement is entered into gives a Tax Confirmation to the Company
                  by
                  entering into this Agreement.

              


      

       

      
        	
                (j)

              	
                A
                  UK Non-Bank Lender shall promptly notify the Company and the Facility
                  Agent if there is any change in the position from that set out
                  in the Tax
                  Confirmation.

              


      

       

      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      


      
        	
                (k)

              	
                If
                  a Tax Deduction on account of US federal withholding tax is required
                  by
                  law to be made by a US Borrower, or by any Obligor on behalf of
                  a US
                  Borrower, from a payment of interest to a Lender on a Loan to that
                  US
                  Borrower, paragraph (c) above shall apply only if that Lender has
                  complied
                  with its obligations under paragraph (l) below
                  and:

              


      

       

      
        	 	
                (i)

              	
                was
                  a US Qualifying Lender on the date it first became a Lender;
                  and

              


      

       

      
        	 	
                (ii)

              	
                is
                  a US Qualifying Lender on the date the payment falls due, or has
                  ceased to
                  be a US Qualifying Lender because of a change after the date it
                  first
                  became a Lender in any law or double taxation agreement or official
                  interpretation, administration or application thereof.
                  

              


      

       

      
        	
                (l)

              	
                Each
                  US Qualifying Lender shall submit to each US Borrower, promptly
                  after
                  receipt of any written request to do so, two duly completed and
                  signed
                  copies of the relevant Withholding Form. However, no Lender shall
                  be
                  required to submit any Withholding Form if that Lender is not allowed
                  validly to do so.

              


      

       

      
        	
                (m)

              	
                A
                  Lender acting through a Facility Office in France shall, upon request
                  in
                  writing from the French Obligors, deliver to such French Obligors
                  through
                  the Facility Agent a tax certificate duly issued by the French
                  Tax
                  authorities evidencing such Lender's place of taxation in France
                  for
                  French Tax purposes. To the extent, as a result of a change in
                  laws or
                  regulations, such Lender requires additional information with respect
                  to
                  such French Obligors in order for such Lender to comply with applicable
                  filing requirements to be a Qualifying Lender and to receive the
                  payments
                  from such French Obligors without such Obligors or their agent
                  being
                  required to make a Tax Deduction, such Lender shall promptly inform
                  such
                  Obligor of the additional information required, and such Obligor
                  shall
                  provide such additional information upon such Lender's
                  request.

              


      

       

      
        	
                20.3

              	
                Tax
                  indemnity

              


      

      
        	
                (a)

              	
                Each
                  Obligor shall (within three Business Days of demand by the Facility
                  Agent)
                  pay to a Protected Party an amount equal to the loss, liability
                  or cost
                  which that Protected Party determines will be or has been (directly
                  or
                  indirectly) suffered for or on account of Tax by that Protected
                  Party in
                  respect of a Finance Document.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above shall not apply:

              


      

       

      
        	 	
                (i)

              	
                with
                  respect to any Tax assessed on a Finance
                  Party:

              


      

       

      
        	 	
                (A)

              	
                under
                  the law of the jurisdiction in which that Finance Party is incorporated
                  or, if different, the jurisdiction (or jurisdictions) in which
                  that
                  Finance Party is treated as resident for tax purposes;
                  or

              


      

       

      
        	 	
                (B)

              	
                under
                  the law of the jurisdiction in which that Finance Party's Facility
                  Office
                  is located in respect of amounts received or receivable in that
                  jurisdiction,

              


      

       

      if
        that
        Tax is imposed on or calculated by reference to the net income received or
        receivable (but not any sum deemed to be received or receivable) by that
        Finance
        Party; or

       

      
        	 	
                (ii)

              	
                to
                  the extent a loss, liability or
                  cost:

              


      

       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      


      
        	 	
                (A)

              	
                is
                  compensated for by an increased payment under Clause 20.2
                  (Tax
                  gross-up);
                  or

              


      

       

      
        	 	
                (B)

              	
                would
                  have been compensated for by an increased payment under Clause
                  20.2
                  (Tax
                  gross-up)
                  but was not so compensated solely because one of the exclusions
                  in
                  paragraph (d) or (k) of Clause 20.2
                  (Tax
                  gross-up)
                  applied.

              


      

       

      
        	
                (c)

              	
                A
                  Protected Party making, or intending to make a claim under paragraph
                  (a)
                  above shall promptly notify the Facility Agent of the event which
                  will
                  give, or has given, rise to the claim, following which the Facility
                  Agent
                  shall notify the Company (or the relevant
                  Obligor).

              


      

       

      
        	
                (d)

              	
                A
                  Protected Party shall, on receiving a payment from an Obligor under
                  this
                  Clause 20.3,
                  notify the Facility Agent.

              


      

       

      
        	
                20.4

              	
                Tax
                  Credit

              


      

      If
        an
        Obligor makes a Tax Payment and the relevant Finance Party determines
        that:

       

      
        	 	
                (a)

              	
                a
                  Tax Credit is attributable either to an increased payment of which
                  that
                  Tax Payment forms part or to that Tax Payment;
                  and

              


      

       

      
        	 	
                (b)

              	
                that
                  Finance Party has obtained, utilised and retained that Tax
                  Credit,

              


      

       

      the
        Finance Party shall pay an amount to the Obligor which that Finance Party
        determines will leave it (after that payment) in the same after-Tax position
        as
        it would have been in had the Tax Payment not been required to be made by
        the
        Obligor.

       

      
        	
                20.5

              	
                Lender
                  Status Confirmation

              


      

      Each
        Lender which becomes a Party to this Agreement after the date of this Agreement
        in respect of a Loan to a Borrower incorporated in the United Kingdom shall
        indicate, in the Transfer Certificate and Lender Accession Undertaking which
        it
        executes on becoming a Party (or, if it becomes a Lender pursuant to an
        assignment, in a written notice delivered to the Company), which of the
        following categories it falls in:

       

      
        	 	
                (a)

              	
                a
                  Qualifying Lender (other than a Treaty Lender);
                  or

              


      

       

      
        	 	
                (b)

              	
                a
                  Treaty Lender.

              


      

       

      If
        a New
        Lender fails to indicate its status in accordance with this
        Clause 20.5
        then
        such New Lender shall be treated for the purposes of this Agreement as if
        it is
        not a Qualifying Lender until such time as it notifies the Facility Agent
        which
        category applies (and the Facility Agent, upon receipt of such notification,
        shall inform the Company).

       

      
        	
                20.6

              	
                Stamp
                  taxes

              


      

      The
        Company shall pay and, within three Business Days of demand, indemnify each
        Secured Party and Arranger against any cost, loss or liability that Secured
        Party or Arranger incurs in relation to all stamp duty, registration and
        other
        similar Taxes payable in respect of any Finance Document provided
        that
        this
        Clause 20.6
        shall
        not apply in respect of any stamp duty, registration or other similar Taxes
        which are payable in respect of an assignment, transfer or other alienation
        of
        any kind by a Lender of any of its rights and/or obligations under a Finance
        Document.

       

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      


      
        	
                20.7

              	
                Value
                  added tax

              


      

      
        	
                (a)

              	
                All
                  amounts set out, or expressed to be payable under a Finance Document
                  by
                  any Party to a Finance Party which (in whole or in part) constitute
                  the
                  consideration for VAT purposes shall be deemed to be exclusive
                  of any VAT
                  which is chargeable on such supply, and accordingly, subject to
                  paragraph
                  (c) below, if VAT is chargeable on any supply made by any Finance
                  Party to
                  any Party under a Finance Document, that Party shall pay to the
                  Finance
                  Party (in addition to and at the same time as paying the consideration)
                  an
                  amount equal to the amount of the VAT (and such Finance Party shall
                  promptly provide an appropriate VAT invoice to such
                  Party).

              


      

       

      
        	
                (b)

              	
                If
                  VAT is chargeable on any supply made by any Finance Party (the
                  "Supplier")
                  to any other Finance Party (the "Recipient")
                  under a Finance Document, and any Party (the "Relevant
                  Party")
                  is required by the terms of any Finance Document to pay an amount
                  equal to
                  the consideration for such supply to the Supplier (rather than
                  being
                  required to reimburse the Recipient in respect of that consideration),
                  such Party shall also pay to the Supplier (in addition to and at
                  the same
                  time as paying such amount) an amount equal to the amount of such
                  VAT. The
                  Recipient will promptly pay to the Relevant Party an amount equal
                  to any
                  credit or repayment from the relevant tax authority which it reasonably
                  determines relates to the VAT chargeable on that
                  supply.

              


      

       

      
        	
                (c)

              	
                Where
                  a Finance Document requires any Party to reimburse a Finance Party
                  for any
                  costs or expenses, that Party shall also at the same time pay and
                  indemnify the Finance Party against all VAT incurred by the Finance
                  Party
                  in respect of the costs or expenses to the extent that the Finance
                  Party
                  reasonably determines that neither it nor any other member of any
                  group of
                  which it is a member for VAT purposes is entitled to credit or
                  repayment
                  from the relevant tax authority in respect of the
                  VAT.

              


      

       

      
        	
                21.

              	
                
                  INCREASED
                    COSTS

                

              


      

       

      
        	
                21.1

              	
                Increased
                  costs

              


      

      
        	
                (a)

              	
                Subject
                  to Clause 21.3
                  (Exceptions)
                  the Company shall, within three Business Days of a demand by the
                  Facility
                  Agent, pay for the account of a Finance Party the amount of any
                  Increased
                  Costs incurred by that Finance Party or any of its Affiliates as
                  a result
                  of (i) the introduction of or any change in (or in the interpretation,
                  administration or application of) any law or regulation or (ii)
                  compliance
                  with any law or regulation made after the date of this Agreement,
                  other
                  than, in each case, any costs incurred in connection with the
                  implementation of, or compliance with, the Basel Capital Accord
                  ("Basel
                  II")
                  or any laws or regulations relating thereto in force as at the
                  date of
                  this Agreement.

              


      

       

      
        	
                (b)

              	
                In
                  this Agreement "Increased
                  Costs"
                  means:

              


      

       

      
        	 	
                (i)

              	
                a
                  reduction in the rate of return from a Facility or on a Finance
                  Party's
                  (or its Affiliate's) overall
                  capital;

              


      

       

      
        	 	
                (ii)

              	
                an
                  additional or increased cost; or

              


      

       

      
        	 	
                (iii)

              	
                a
                  reduction of any amount due and payable under any Finance
                  Document,

              


      

       

      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      


      which
        is
        incurred or suffered by a Finance Party or any of its Affiliates to the extent
        that it is attributable to that Finance Party having entered into its Commitment
        or an Ancillary Commitment, Fronted Ancillary Commitment, Fronting Ancillary
        Commitment or funding or performing its obligations under any Finance Document
        or Letter of Credit.

       

      Each
        Borrower shall, promptly upon demand by a Lender, pay to such Lender the
        amount
        of any Regulation D Costs actually incurred by such Lender in respect of
        its
        participation in any Loan made to such Borrower (or deposits maintained by
        such
        Lender to fund that participation).

       

      
        	
                21.2

              	
                Increased
                  cost claims

              


      

      
        	
                (a)

              	
                A
                  Finance Party intending to make a claim pursuant to Clause 21.1
                  (Increased
                  costs)
                  shall notify the Facility Agent of the event giving rise to the
                  claim,
                  following which the Facility Agent shall promptly notify the
                  Company.

              


      

       

      
        	
                (b)

              	
                Each
                  Finance Party shall, as soon as practicable after a demand by the
                  Facility
                  Agent, provide a certificate confirming the amount of its Increased
                  Costs.

              


      

       

      
        	
                (c)

              	
                Each
                  Borrower shall, promptly upon demand by a Lender pay to such Lender
                  the
                  amount of any Regulation D Costs actually incurred by such Lender
                  in
                  respect of its participation in any Loan made to such Borrower
                  (or
                  deposits maintained by such Lender to fund that
                  participation).

              


      

       

      
        	
                21.3

              	
                Exceptions

              


      

      
        	
                (a)

              	
                Clause
                  21.1
                  (Increased
                  costs)
                  does not apply to the extent any Increased Cost
                  is:

              


      

       

      
        	 	
                (i)

              	
                attributable
                  to a Tax Deduction required by law to be made by an
                  Obligor;

              


      

       

      
        	 	
                (ii)

              	
                compensated
                  for by Clause 20.3
                  (Tax
                  indemnity)
                  (or would have been compensated for under Clause 20.3
                  (Tax
                  indemnity)
                  but was not so compensated solely because any of the exclusions
                  in
                  paragraph (b) of Clause 20.3
                  (Tax
                  indemnity)
                  applied);

              


      

       

      
        	 	
                (iii)

              	
                compensated
                  for by the payment of the Mandatory Cost;
                  or

              


      

       

      
        	 	
                (iv)

              	
                attributable
                  to the wilful breach by the relevant Finance Party or its Affiliates
                  of
                  any law or regulation.

              


      

       

      
        	
                (b)

              	
                In
                  this Clause 21.3
                  reference to a "Tax
                  Deduction"
                  has the same meaning given to the term in Clause 20.1
                  (Definitions).

              


      

       

      
        	
                22.

              	
                
                  OTHER
                    INDEMNITIES

                

              


      

       

      
        	
                22.1

              	
                Currency
                  indemnity

              


      

      
        	
                (a)

              	
                If
                  any sum due from an Obligor under the Finance Documents (a "Sum"),
                  or any order, judgment or award given or made in relation to a
                  Sum, has to
                  be converted from the currency (the "First
                  Currency")
                  in which that Sum is payable into another currency (the "Second
                  Currency")
                  for the purpose of:

              


      

       

      
        	 	
                (i)

              	
                making
                  or filing a claim or proof against that Obligor;
                  or

              


      

       

      
        	 	
                (ii)

              	
                obtaining
                  or enforcing an order, judgment or award in relation to any litigation
                  or
                  arbitration proceedings,

              


      

       

      that
        Obligor shall as an independent obligation, within three Business Days of
        demand, indemnify the Arranger and each other Secured Party to whom that
        Sum is
        due against any cost, loss or liability arising out of or as a result of
        the
        conversion including any discrepancy between (A) the rate of exchange used
        to
        convert that Sum from the First Currency into the Second Currency and (B)
        the
        rate or rates of exchange available to that person at the time of its receipt
        of
        that Sum.

       

      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      


      
        	
                (b)

              	
                Each
                  Obligor waives any right it may have in any jurisdiction to pay
                  any amount
                  under the Finance Documents in a currency or currency unit other
                  than that
                  in which it is expressed to be
                  payable.

              


      

       

      
        	
                22.2

              	
                Other
                  indemnities

              


      

      The
        Company shall (or shall procure that an Obligor will), within three Business
        Days of demand, indemnify the Arranger and each other Secured Party against
        any
        cost, loss or liability incurred by it as a result of:

       

      
        	 	
                (a)

              	
                the
                  occurrence of any Event of Default including, without limitation,
                  any
                  broken funding costs resulting from an Event of Default under Clause
                  30.18
                  (Scheme
                  not effective)
                  which shall be net of any interest accrued on the Lender Blocked
                  Account
                  to and received by the Facility Agent on behalf of the
                  Lenders;

              


      

       

      
        	 	
                (b)

              	
                a
                  failure by an Obligor to pay any amount due under a Finance Document
                  on
                  its due date, including without limitation, any cost, loss or liability
                  arising as a result of Clause 35
                  (Sharing
                  among the Finance Parties);

              


      

       

      
        	 	
                (c)

              	
                funding,
                  or making arrangements to fund, its participation in a Utilisation
                  requested by a Borrower in a Utilisation Request but not made by
                  reason of
                  the operation of any one or more of the provisions of this Agreement
                  (other than by reason of default or negligence by that Finance
                  Party
                  alone);

              


      

       

      
        	 	
                (d)

              	
                issuing
                  or making arrangements to issue a Letter of Credit requested by
                  the
                  Company or a Borrower in a Utilisation Request but not issued by
                  reason of
                  the operation of any one or more of the provisions of this Agreement;
                  or

              


      

       

      
        	 	
                (e)

              	
                a
                  Utilisation (or part of a Utilisation) not being prepaid in accordance
                  with a notice of prepayment given by a Borrower or the
                  Company,

              


      

       

      provided
        that, with effect from Closing, such indemnities shall include any such cost,
        loss or liability incurred prior to Closing with respect to any breaches
        of (or
        liabilities due under) the equivalent provisions of the Indemnity
        Letter.

       

      
        	
                22.3

              	
                Indemnity
                  to the Facility Agent

              


      

      The
        Company shall promptly indemnify the Facility Agent against any reasonable
        cost,
        loss or liability incurred by the Facility Agent (acting reasonably) as a
        result
        of:

       

      
        	 	
                (a)

              	
                investigating
                  any event which it reasonably believes is a
                  Default;

              


      

       

      
        	 	
                (b)

              	
                entering
                  into or performing any foreign exchange contract for the purposes
                  of
                  paragraph (b) of Clause 36.9
                  (Change
                  of currency);
                  or

              


      

       

      
        	 	
                (c)

              	
                acting
                  or relying on any notice, request or instruction which it reasonably
                  believes to be genuine, correct and appropriately
                  authorised.

              


      

       

      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      

       

      
        	
                23.

              	
                
                  MITIGATION
                    BY THE LENDERS

                

              


      

       

      
        	
                23.1

              	
                Mitigation

              


      

      
        	
                (a)

              	
                Each
                  Finance Party shall, in consultation with the Company, take all reasonable
                  steps to mitigate any circumstances which arise and which would
                  result in
                  any amount becoming payable under or pursuant to, or cancelled
                  pursuant
                  to, any of Clause 13.1
                  (Illegality)
                  (or, in respect of the Issuing Bank, Clause 13.2
                  (Illegality
                  in relation to Issuing Bank)),
                  Clause 20
                  (Tax
                  gross-up and indemnities)
                  or Clause 21
                  (Increased
                  Costs)
                  or paragraph 3 of Schedule 4 (Mandatory
                  Cost Formulae)
                  including (but not limited to) transferring its rights and obligations
                  under the Finance Documents to another Affiliate or Facility
                  Office.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not in any way limit the obligations of any Obligor
                  under
                  the Finance Documents.

              


      

       

      
        	
                23.2

              	
                Limitation
                  of liability

              


      

      
        	
                (a)

              	
                The
                  Company shall indemnify each Finance Party for all costs and expenses
                  reasonably incurred by that Finance Party as a result of steps
                  taken by it
                  under Clause 23.1
                  (Mitigation).

              


      

       

      
        	
                (b)

              	
                A
                  Finance Party is not obliged to take any steps under Clause 23.1
                  (Mitigation)
                  if, in the opinion of that Finance Party (acting reasonably), to
                  do so
                  might be prejudicial to it in any material
                  respect.

              


      

       

      
        	
                24.

              	
                
                  COSTS
                    AND EXPENSES

                

              


      

       

      
        	
                24.1

              	
                Transaction
                  expenses

              


      

      Subject
        to the relevant agreed caps, the Company shall, in respect of amounts incurred
        up to the Scheme Date, on the Scheme Date and in respect of any other amounts,
        within 20 Business Days of demand provided
        that such
        demand shall be accompanied by reasonable details of, amongst others, hours
        worked, individuals involved and work done) pay the Facility Agent, the
        Arranger, the Issuing Bank and the Security Agent the amount of all reasonable
        costs and expenses (including legal fees) incurred by any of them (and, in
        the
        case of the Security Agent, by any Receiver or Delegate) in connection with
        the
        negotiation, preparation, perfection and syndication of:

       

      
        	 	
                (a)

              	
                the
                  Finance Documents and any other documents referred to in this Agreement
                  and the Transaction Security; and

              


      

       

      
        	 	
                (b)

              	
                any
                  other Finance Documents executed after the date of this
                  Agreement.

              


      

       

      
        	
                24.2

              	
                Amendment
                  costs

              


      

      If
        (a) an
        Obligor requests an amendment, waiver or consent or (b) an amendment is required
        pursuant to Clause 36.9
        (Change
        of currency),
        the
        Company shall, within three Business Days of demand, reimburse each of the
        Facility Agent and the Security Agent for the amount of all reasonable costs
        and
        expenses (including agreed legal fees) incurred by the Facility Agent and
        the
        Security Agent (and, in the case of the Security Agent, by any Receiver or
        Delegate) in responding to, evaluating, negotiating or complying with that
        request or requirement.

       

      
        	
                24.3

              	
                Enforcement
                  and preservation costs

              


      

      The
        Company shall, within three Business Days of demand, pay to the Arranger
        and
        each other Secured Party the amount of all costs and expenses (including
        legal
        fees) incurred by it in connection with the enforcement of or, after a Declared
        Default, the preservation of any rights under any Finance Document and the
        Transaction Security and any proceedings instituted by or against the Security
        Agent as a consequence of taking or holding the Transaction Security or
        enforcing these rights.

       

      
        
          
          

        

        
          112

          
            

          

        

        
          
          

        

      


      SECTION
        7

       

      GUARANTEE

       

      
        	
                25.

              	
                
                  GUARANTEE
                    AND INDEMNITY

                

              


      

       

      
        	
                25.1

              	
                Guarantee
                  and indemnity

              


      

      Each
        Guarantor irrevocably and unconditionally jointly and severally:

       

      
        	 	
                (a)

              	
                guarantees
                  as primary obligor and not merely as surety to each Finance Party
                  punctual
                  performance by each other Obligor of all that Obligor's obligations
                  under
                  the Finance Documents;

              


      

       

      
        	 	
                (b)

              	
                undertakes
                  with each Finance Party that whenever another Obligor does not
                  pay any
                  amount when due under or in connection with any Finance Document,
                  that
                  Guarantor shall immediately on demand pay that amount as if it
                  was the
                  principal obligor; and

              


      

       

      
        	 	
                (c)

              	
                indemnifies
                  each Finance Party immediately on demand against any cost, loss
                  or
                  liability suffered by that Finance Party if any obligation guaranteed
                  by
                  it is or becomes unenforceable, invalid or illegal. The amount
                  of the
                  cost, loss or liability shall be equal to the amount which that
                  Finance
                  Party would otherwise have been entitled to
                  recover.

              


      

       

      
        	
                25.2

              	
                Continuing
                  Guarantee

              


      

      This
        guarantee is a continuing guarantee and will extend to the ultimate balance
        of
        sums payable by any Obligor under the Finance Documents, regardless of any
        intermediate payment or discharge in whole or in part or any increase of
        the
        Commitments, and this guarantee constitutes a guarantee of payment and not
        of
        collection.

       

      
        	
                25.3

              	
                Reinstatement

              


      

      If
        any
        payment by an Obligor or any discharge given by a Finance Party (whether
        in
        respect of the obligations of any Obligor or any security for those obligations
        or otherwise) is avoided or reduced as a result of insolvency or any similar
        event:

       

      
        	 	
                (a)

              	
                the
                  liability of each Obligor shall continue as if the payment, discharge,
                  avoidance or reduction had not occurred;
                  and

              


      

       

      
        	 	
                (b)

              	
                each
                  Finance Party shall be entitled to recover the value or amount
                  of that
                  security or payment from each Obligor, as if the payment, discharge,
                  avoidance or reduction had not
                  occurred.

              


      

       

      
        	
                25.4

              	
                Waiver
                  of defences

              


      

      The
        obligations of each Guarantor under this Clause 25
        will not
        be affected by an act, omission, matter or thing which, but for this Clause
        25,
        would
        reduce, release or prejudice any of its obligations under this Clause
25
        (without
        limitation and whether or not known to it or any Finance Party)
        including:

       

      
        	 	
                (a)

              	
                any
                  time, waiver or consent granted to, or composition with, any Obligor
                  or
                  other person;

              


      

       

      
        	 	
                (b)

              	
                the
                  release of any other Obligor or any other person under the terms
                  of any
                  composition or arrangement with any creditor of any member of the
                  Group;

              


      

       

      
        
          
          

        

        
          113

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                the
                  taking, variation, compromise, exchange, renewal or release of,
                  or refusal
                  or neglect to perfect, take up or enforce, any rights against,
                  or security
                  over assets of, any Obligor or other person or any non-presentation
                  or
                  non-observance of any formality or other requirement in respect
                  of any
                  instrument or any failure to realise the full value of any
                  security;

              


      

       

      
        	 	
                (d)

              	
                any
                  incapacity or lack of power, authority or legal personality of
                  or
                  dissolution or change in the members or status of an Obligor or
                  any other
                  person;

              


      

       

      
        	 	
                (e)

              	
                any
                  amendment, novation, supplement, extension, restatement (however
                  fundamental and whether or not more onerous) or replacement of
                  a Finance
                  Document or any other document or security including without limitation
                  any change in the purpose of, any extension of or any increase
                  in any
                  facility or the addition of any new facility under a Finance Document
                  or
                  other document or security;

              


      

       

      
        	 	
                (f)

              	
                any
                  unenforceability, illegality or invalidity of any obligation of
                  any person
                  under any Finance Document or any other document or security;
                  or

              


      

       

      
        	 	
                (g)

              	
                any
                  insolvency or similar proceedings.

              


      

       

      
        	
                25.5

              	
                Immediate
                  recourse

              


      

      Each
        Guarantor waives any right it may have of first requiring any Finance Party
        (or
        any trustee or agent on its behalf) to proceed against or enforce any other
        rights or security or claim payment from any person before claiming from
        that
        Guarantor under this Clause 25.
        This
        waiver applies irrespective of any law or any provision of a Finance Document
        to
        the contrary.

       

      
        	
                25.6

              	
                Appropriations

              


      

      Until
        all
        amounts which may be or become payable by the Obligors under or in connection
        with the Finance Documents have been irrevocably paid in full, each Finance
        Party (or any trustee or agent on its behalf) may:

       

      
        	 	
                (a)

              	
                refrain
                  from applying or enforcing any other moneys, security or rights
                  held or
                  received by that Finance Party (or any trustee or agent on its
                  behalf) in
                  respect of those amounts, or apply and enforce the same in such
                  manner and
                  order as it sees fit (whether against those amounts or otherwise)
                  and no
                  Guarantor shall be entitled to the benefit of the same;
                  and

              


      

       

      
        	 	
                (b)

              	
                hold
                  in an interest-bearing suspense account any money received from
                  any
                  Guarantor or on account of any Guarantor's liability under this
                  Clause
                  25.

              


      

       

      
        	
                25.7

              	
                Deferral
                  of Guarantors' rights

              


      

      Until
        all
        amounts which may be or become payable by the Obligors under or in connection
        with the Finance Documents have been irrevocably paid in full and unless
        the
        Facility Agent otherwise directs, no Guarantor will exercise any rights which
        it
        may have by reason of performance by it of its obligations under the Finance
        Documents:

       

      
        	 	
                (a)

              	
                to
                  be indemnified by an Obligor;

              


      

       

      
        	 	
                (b)

              	
                to
                  claim any contribution from any other guarantor of any Obligor's
                  obligations under the Finance Documents;
                  and/or

              


      

       

      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                to
                  take the benefit (in whole or in part and whether by way of subrogation
                  or
                  otherwise) of any rights of the Finance Parties under the Finance
                  Documents or of any other guarantee or security taken pursuant
                  to, or in
                  connection with, the Finance Documents by any Finance
                  Party.

              


      

       

      
        	
                25.8

              	
                Release
                  of Guarantors' right of
                  contribution

              


      

      If
        any
        Guarantor (a "Retiring
        Guarantor")
        ceases
        to be a Guarantor in accordance with the terms of the Finance Documents for
        the
        purpose of any sale or other disposal of that Retiring Guarantor then on
        the
        date such Retiring Guarantor ceases to be a Guarantor:

       

      
        	 	
                (a)

              	
                that
                  Retiring Guarantor is released by each other Guarantor from any
                  liability
                  (whether past, present or future and whether actual or contingent)
                  to make
                  a contribution to any other Guarantor arising by reason of the
                  performance
                  by any other Guarantor of its obligations under the Finance Documents;
                  and

              


      

       

      
        	 	
                (b)

              	
                each
                  other Guarantor waives any rights it may have by reason of the
                  performance
                  of its obligations under the Finance Documents to take the benefit
                  (in
                  whole or in part and whether by way of subrogation or otherwise)
                  of any
                  rights of the Finance Parties under any Finance Document or of
                  any other
                  security taken pursuant to, or in connection with, any Finance
                  Document
                  where such rights or security are granted by or in relation to
                  the assets
                  of the Retiring Guarantor.

              


      

       

      
        	
                25.9

              	
                Additional
                  security

              


      

      This
        guarantee is in addition to and not in any way prejudiced by any other guarantee
        or security now or subsequently held by any Finance Party.

       

      
        	
                25.10

              	
                Guarantee
                  Limitations - France

              


      

      
        	
                (a)

              	
                The
                  obligations and liabilities of each French Guarantor under Clause
                  25.1
                  (Guarantee
                  and indemnity)
                  shall apply only insofar as required
                  to:

              


      

       

      
        	
              	(i)	
                guarantee
                  the payment obligations under this Agreement of its direct or indirect
                  Subsidiaries which are or become Obligors from time to time under
                  this
                  Agreement; and

              


      

       

      
        	
              	(ii)	
                guarantee
                  the payment obligations of other Obligors which are not direct
                  or indirect
                  Subsidiaries of that French Guarantor, provided that in such case
                  such
                  guarantee shall be limited: (A) to the payment obligations of all
                  such
                  Obligors under the Revolving Facility or the Uncommitted Acquisition
                  Facility or, if the French Guarantor is not a Borrower, to the
                  payment
                  obligations of such Obligors which have made available intra-group
                  loans
                  (directly or indirectly) to the French Guarantor and (B) up to
                  the amount
                  directly (as Borrower under the Revolving Facility or the Uncommitted
                  Acquisition Facility) or indirectly (by way of intra-group loans
                  directly
                  or indirectly from any other Borrower) made available to that French
                  Guarantor and outstanding from time to time provided that the amount
                  payable by the French Guarantor under the guarantee hereunder shall
                  not
                  have an effect to place the French Guarantor into an insolvency
                  situation
                  as defined under article L621-1 of the French Code
                  de Commerce
                  (Commercial Code) (the "Maximum
                  Guaranteed Amount").

              


      

       

      
        	
                (b)

              	
                For
                  the avoidance of doubt, any payment made by a French Guarantor
                  under
                  paragraph (a)(ii) of this Clause 25.10 shall reduce the Maximum
                  Guaranteed
                  Amount.

              


      

       

      
        
          
          

        

        
          115

          
            

          

        

        
          
          

        

      


      
        	
                (c)

              	
                Notwithstanding
                  any other provision of this Clause 25.10, no French Guarantor shall
                  secure
                  liabilities under the Agreement which would result in such French
                  Guarantor not complying with French financial assistance rules
                  as set out
                  in Article L. 225-216 of the French Code
                  de Commerce
                  (Commercial Code).

              


      

       

      
        	
                (d)

              	
                It
                  is acknowledged that such French Guarantor is not acting jointly
                  and
                  severally with the other Guarantors and shall not be considered
                  as
                  "co-débiteur
                  solidaire"
                  as to their obligations pursuant to the guarantee given in accordance
                  with
                  this Clause 25.10.

              


      

       

      
        	
                25.11

              	
                Guarantee
                  Limitations - Netherlands

              


      

      The
        obligations and liabilities of any Dutch Guarantor under its guarantee hereunder
        do not apply to any liability to the extent it would result in that guarantee
        constituting unlawful financial assistance within the meaning of the Dutch
        Civil
        Code.

       

      
        	
                25.12

              	
                Guarantee
                  Limitations - Sweden

              


      

      The
        guarantee made by a Guarantor incorporated in Sweden in respect of obligations
        owed by members of the Group that are not Subsidiaries to such Guarantor
        shall
        be limited if (and only if) and to the extent required by an application
        of the
        provisions of the Companies Act (Aktiebolagslagen)
        regulating distribution of assets (including profits and dividends and any
        other
        form of transfer of value (värdeöverföring)
        within
        the meaning of the Companies Act) and it is understood that the liability
        of
        such Guarantor under this Clause 25
        in
        respect of such obligations only applies to the extent permitted by the above
        mentioned provisions of the Companies Act.

       

      
        	
                25.13

              	
                Guarantee
                  Limitations – United
                  States

              


      

      
        	 	
                (a)

              	
                Each
                  US Guarantor acknowledges that it will receive valuable direct
                  or indirect
                  benefits as a result of the transactions financed by the Finance
                  Documents.

              


      

       

      
        	 	
                (b)

              	
                Assuming
                  that paragraph (b) is enforceable against each Finance Party, each
                  US
                  Guarantor represents, warrants and agrees
                  that:

              


      

       

      
        	 	
                (i)

              	
                the
                  aggregate amount of its debts and liabilities, subordinated, contingent
                  or
                  otherwise, is not greater than the aggregate value (being the lesser
                  of
                  fair valuation and present fair saleable value) of its
                  assets;

              


      

       

      
        	 	
                (ii)

              	
                its
                  capital is not unreasonably small to carry on its business as it
                  is being
                  conducted;

              


      

       

      
        	 	
                (iii)

              	
                it
                  has not incurred and does not intend to incur debts beyond its
                  ability to
                  pay as they mature; and

              


      

       

      
        	 	
                (iv)

              	
                it
                  has not made a transfer or incurred any obligation under any Finance
                  Document with the intent to hinder, delay or defraud any of its
                  present or
                  future creditors.

              


      

       

      
        
          
          

        

        
          116

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Notwithstanding
                  anything to the contrary contained herein or in any other Finance
                  Document, each Finance Party agrees that the maximum liability
                  of each US
                  Guarantor under Clause 25 (Guarantee
                  and indemnity)
                  shall in no event exceed an amount equal to the greatest amount
                  that would
                  not render such US Guarantor's obligations hereunder and under
                  the other
                  Finance Documents subject to avoidance under US Bankruptcy Law
                  or to being
                  set aside, avoided or annulled under any Fraudulent Transfer Law,
                  in each
                  case after giving effect (i) to all other liabilities of such US
                  Guarantor, contingent or otherwise, that are relevant under such
                  Fraudulent Transfer Law (specifically excluding, however, any liabilities
                  of such US Guarantor in respect of intercompany indebtedness to
                  any
                  Borrower to the extent that such Indebtedness would be discharged
                  in an
                  amount equal to the amount paid by such US Guarantor hereunder)
                  and (ii)
                  to the value as assets of such US Guarantor (as determined under
                  the
                  applicable provisions of such Fraudulent Transfer Law) of any rights
                  to
                  subrogation, contribution, reimbursement, indemnity or similar
                  rights held
                  by such US Guarantor pursuant to (A) applicable law, or (B) any
                  other
                  agreement providing for an equitable allocation among such US Guarantor
                  and the Borrowers and other Guarantors of obligations arising under
                  this
                  Agreement or other guarantees of such obligations by such
                  parties.

              


      

       

      
        
          
          

        

        
          117

          
            

          

        

        
          
          

        

      


      SECTION
        8

       

      REPRESENTATIONS,
        UNDERTAKINGS AND EVENTS OF DEFAULT

       

      
        	
                26.

              	
                
                  REPRESENTATIONS

                

              


      

       

      
        	
                26.1

              	
                General

              


      

      
        	
                (a)

              	
                The
                  Parent (with effect from the date it becomes an Obligor) and each
                  other
                  Obligor (unless otherwise stated below) makes the representations
                  and
                  warranties set out in this Clause 26
                  on
                  the dates set out in Clause 26.24
                  (Times
                  when representations are made)
                  to each Finance Party.

              


      

       

      
        	
                (b)

              	
                The
                  representations and warranties set out in this Clause 26
                  are made with reference to the circumstances existing at that
                  time.

              


      

       

      Status,
        authorisations and governing law

       

      
        	
                26.2

              	
                Status

              


      

      
        	
                (a)

              	
                It
                  and each of its Subsidiaries (which is a Material Company) is a
                  limited
                  liability corporation, duly incorporated and validly existing under
                  the
                  law of its jurisdiction of
                  incorporation.

              


      

       

      
        	
                (b)

              	
                It
                  and each of its Subsidiaries (which is a Material Company) has
                  the power
                  to own its assets and carry on its business as it is being
                  conducted.

              


      

       

      
        	
                26.3

              	
                Binding
                  obligations

              


      

      Subject
        to the Reservations and, in the case of paragraph (b), the Perfection
        Requirements:

       

      
        	
                (a)

              	
                the
                  obligations expressed to be assumed by it in each Transaction Document
                  to
                  which it is a party are legal, valid, binding and enforceable obligations,
                  and

              


      

       

      
        	
                (b)

              	
                (without
                  limiting the generality of paragraph (a) above), each Transaction
                  Security
                  Document to which it is a party creates the security interests
                  which that
                  Transaction Security Document purports to create fully perfected
                  and those
                  security interests are valid and effective in all material
                  respects.

              


      

       

      
        	
                26.4

              	
                Non-conflict
                  with other obligations

              


      

      The
        entry
        into and performance by it of, and the transactions contemplated by, the
        Transaction Documents and the granting of the Transaction Security do not
        and
        will not contravene:

       

      
        	 	
                (a)

              	
                any
                  law or regulation applicable to it in any material
                  respect;

              


      

       

      
        	 	
                (b)

              	
                its
                  constitutional documents; or

              


      

       

      
        	 	
                (c)

              	
                any
                  agreement or instrument binding upon it to an extent which has
                  a Material
                  Adverse Effect.

              


      

       

      
        	
                26.5

              	
                Power
                  and authority

              


      

      
        	
                (a)

              	
                It
                  has the power to enter into, perform and deliver, and has taken
                  or will
                  have taken prior to the relevant time all necessary action to authorise
                  its entry into, performance and delivery of, the Transaction Documents
                  to
                  which it is or will be a party and the transactions contemplated
                  by those
                  Transaction Documents.

              


      

       

      
        	
                (b)

              	
                No
                  limit on its powers will be exceeded as a result of the borrowing,
                  grant
                  of security or giving of guarantees or indemnities contemplated
                  by the
                  Transaction Documents to which it is a
                  party.

              


      

       

      
        
          
          

        

        
          118

          
            

          

        

        
          
          

        

      


      
        	
                26.6

              	
                No
                  filing or stamp taxes

              


      

      Subject
        to the Reservations, under the law of its Relevant Jurisdictions it is not
        necessary that the Finance Documents be filed, recorded or enrolled with
        any
        court or other authority in that jurisdiction or that any stamp, registration,
        notarial or similar taxes or fees be paid on or in relation to the Finance
        Documents or the transactions contemplated by the Finance Documents, save
        in
        each case for complying with any applicable Perfection
        Requirements.

       

      
        	
                26.7

              	
                Validity
                  and admissibility in
                  evidence

              


      

      
        	
                (a)

              	
                Subject
                  to the Reservations and the Perfection Requirements, all Authorisations
                  required:

              


      

       

      
        	 	
                (i)

              	
                to
                  enable it lawfully to enter into, exercise its rights and comply
                  with its
                  obligations in the Transaction Documents to which it is a party;
                  and

              


      

       

      
        	 	
                (ii)

              	
                to
                  make the Transaction Documents to which it is a party admissible
                  in
                  evidence in its Relevant
                  Jurisdictions,

              


      

       

      have
        been
        obtained or effected (or will be obtained or effected prior to Closing or,
        if
        later, the date it enters into that Transaction Document) and are (or will
        be)
        in full force and effect.

       

      
        	
                (b)

              	
                All
                  Authorisations necessary for the conduct of the business, trade
                  and
                  ordinary activities of members of the Group have been obtained
                  or effected
                  and are in full force and effect if failure to obtain or effect
                  those
                  Authorisations has a Material Adverse
                  Effect.

              


      

       

      
        	
                26.8

              	
                Governing
                  law and enforcement

              


      

      
        	
                (a)

              	
                Subject
                  to the Reservations, the choice of law by which a Finance Document
                  (to
                  which it is a party) is expressed to be governed will be recognised
                  and
                  enforced in its Relevant
                  Jurisdictions.

              


      

       

      
        	
                (b)

              	
                Subject
                  to the Reservations, any judgment obtained from a court expressed
                  to have
                  jurisdiction in relation to a Finance Document to which it is a
                  party will
                  be recognised and enforced in its Relevant
                  Jurisdictions.

              


      

       

      No
        default or tax liability

       

      
        	
                26.9

              	
                No
                  default

              


      

      
        	
                (a)

              	
                No
                  Default is continuing under any Finance
                  Document.

              


      

       

      
        	
                (b)

              	
                No
                  other event or circumstance is outstanding which constitutes (or,
                  with the
                  expiry of a grace period, the giving of notice, the making of any
                  determination or any combination of any of the foregoing, would
                  constitute) a default or termination event (however described)
                  under any
                  other agreement or instrument which is binding on it or any of
                  its
                  Subsidiaries or to which its (or any of its Subsidiaries') assets
                  are
                  subject which has a Material Adverse
                  Effect.

              


      

       

      
        	
                26.10

              	
                Taxation

              


      

      It
        is not
        (and none of its Subsidiaries being a Material Company is) overdue (taking
        into
        account any extension or grace period) in the filing of any Tax returns to
        an
        extent which has, or would have, a Material Adverse Effect. 

       

      Provision
        of information - general

       

      
        
          
          

        

        
          119

          
            

          

        

        
          
          

        

      


      
        	
                26.11

              	
                No
                  misleading information

              


      

      
        	
                (a)

              	
                Any
                  factual information contained in the Information Memorandum and
                  the
                  Reports taken as a whole was true and accurate in all material
                  respects as
                  at its date or (as the case may be) as at the date the information
                  is
                  expressed to be given, and all expressions of opinion or intention
                  attributed to the Parent in the Information Memorandum were made
                  after
                  careful consideration and were at the time made, in the opinion
                  of the
                  Parent, based on reasonable
                  grounds.

              


      

       

      
        	
                (b)

              	
                The
                  financial projections contained in the Base Case Model were prepared
                  on
                  the basis of recent historical information at that time and on
                  the basis
                  of assumptions that in the opinion of the Parent, were reasonable
                  at the
                  time they were made and have been prepared in accordance with the
                  Accounting Principles.

              


      

       

      
        	
                (c)

              	
                At
                  the time they were prepared, no event or circumstance had occurred
                  or
                  arisen and no information had been omitted from the Information
                  Memorandum
                  and the Reports and no information had been withheld that resulted
                  in the
                  information, forecasts or projections then contained in the Information
                  Memorandum or the Reports taken as a whole being untrue or misleading
                  in
                  any material respect as at their stated
                  date.

              


      

       

      The
        representations and warranties made with respect to the Information Memorandum,
        the Base Case Model and the Reports above are made by the Company and the
        Parent
        only and only so far as each is aware after making due and careful
        enquiries.

       

      
        	
                26.12

              	
                Financial
                  Statements

              


      

      
        	
                (a)

              	
                The
                  Original Financial Statements were prepared in accordance with
                  the
                  Accounting Principles consistently applied unless expressly disclosed
                  to
                  the Facility Agent in writing to the contrary or disclosed in the
                  Financial and Tax Report.

              


      

       

      
        	
                (b)

              	
                The
                  financial statements most recently delivered pursuant to Clause
                  27.1
                  (Financial
                  statements):

              


      

       

      
        	 	
                (i)

              	
                have
                  been prepared in accordance with the Accounting Principles as applicable
                  at the date of such financial statements;
                  and

              


      

       

      
        	 	
                (ii)

              	
                give
                  a true and fair view of (if audited) or (if unaudited) fairly present
                  in
                  all material respects (having regard to the fact that financial
                  statements
                  which are not audited are prepared for management purposes) the
                  consolidated financial condition and consolidated results of operations
                  for the Group for the period to which they relate (to the extent
                  appropriate for management
                  accounts).

              


      

       

      
        	
                26.13

              	
                Group
                  Structure Chart

              


      

      The
        Group
        Structure Chart shows, with respect to the Group as it will be immediately
        after
        the Scheme Date, all material members of the Group and contains a description
        of
        the corporate structure of the Group which is true, accurate and complete
        in all
        material respects.

       

      
        	
                26.14

              	
                Scheme
                  Documents and other
                  documents

              


      

      
        	
                (a)

              	
                The
                  Scheme Documents contain all the material terms of the
                  Scheme.

              


      

       

      
        	
                (b)

              	
                The
                  Stockholders Agreement, the Master Intercompany Agreement, the
                  Implementation Agreement, the Management Investment Agreement,
                  the
                  constitutional documents of the Parent, the Intercreditor Agreement
                  and
                  the Vendor Documents (in each case, as amended to the extent permitted
                  under this Agreement and the Intercreditor Agreement) contain all
                  the
                  material terms of all the agreements and arrangements between (in
                  the case
                  of the Stockholders Agreement, the Master Intercompany Agreement,
                  the
                  Implementation Agreement, the Management Investment Agreement and
                  the
                  constitutional documents of the Parent) the Investors and the Parent
                  and
                  (in each other case) between the Vendor Loan Note Holder, the VLN
                  Security
                  Trustee and the Parent.

              


      

       

      
        
          
          

        

        
          120

          
            

          

        

        
          
          

        

      


      No
        proceedings or breach of laws

       

      
        	
                26.15

              	
                No
                  proceedings pending or
                  threatened

              


      

      Other
        than as disclosed in the Legal Due Diligence Report, no litigation, arbitration
        or administrative proceedings or investigations of, or before, any court,
        arbitral body or agency which are reasonably likely to be adversely determined
        and, if adversely determined, would have a Material Adverse Effect have been
        started or (to the best of its knowledge or belief) formally threatened in
        writing against it or any of its Subsidiaries.

       

      
        	
                26.16

              	
                No
                  breach of laws

              


      

      It
        has
        not (and none of its Subsidiaries has) breached any law or regulation which
        breach would have a Material Adverse Effect.

       

      
        	
                26.17

              	
                Environmental
                  laws

              


      

      
        	
                (a)

              	
                Each
                  member of the Group is in compliance with Clause 29.3
                  (Environmental
                  compliance)
                  and no circumstances have occurred which would prevent such compliance
                  in
                  a manner or to an extent which would have a Material Adverse
                  Effect.

              


      

       

      
        	
                (b)

              	
                No
                  Environmental Claim has been commenced or is threatened against
                  any member
                  of the Group where that claim would have, if determined against
                  that
                  member of the Group, a Material Adverse
                  Effect.

              


      

       

      Ownership
        of assets

       

      
        	
                26.18

              	
                Legal
                  and beneficial ownership

              


      

      It
        and
        each of its Subsidiaries is the sole legal and beneficial owner of the shares
        over which it purports to grant Transaction Security (save in the case of
        NDS
        Asia Pacific Limited, NDS Marketing Israel Limited and Castup Israel Limited)
        and, so far as the Parent is aware, after due and careful enquiry, it and
        each
        of its Subsidiaries is the sole legal and beneficial owner of the material
        tangible assets over which it purports to grant Transaction Security (save
        to
        the extent any supranational authority has co-ownership rights over such
        material tangible assets).

       

      
        	
                26.19

              	
                Intellectual
                  Property

              


      

      
        	
                (a)

              	
                It:

              


      

       

      
        	 	
                (i)

              	
                is
                  the sole legal and beneficial owner of or has licensed to it all
                  the
                  Intellectual Property which is material in the context of its business
                  and
                  which is required by it in order to carry on its business as it
                  is being
                  conducted if failure to have the same would have a Material Adverse
                  Effect; and

              


      

       

      
        	 	
                (ii)

              	
                has
                  taken all formal or procedural actions in the jurisdictions in
                  which it
                  operates (including payment of fees) required to maintain any Intellectual
                  Property owned by it save to the extent failure to do so would
                  not have a
                  Material Adverse Effect.

              


      

       

      
        	
                (b)

              	
                There
                  are no adverse circumstances relating to the validity, subsistence
                  or use
                  of any of its or its Subsidiaries' Intellectual Property which
                  would have
                  a Material Adverse Effect.

              


      

       

      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      


      Provision
        of information - Group

       

      
        	
                26.20

              	
                Holding
                  Companies

              


      

      Except
        for Permitted Holding Company Activity, before Closing, the Company has not
        traded or incurred any liabilities or commitments (actual or contingent,
        present
        or future).

       

      Miscellaneous

       

      
        	
                26.21

              	
                Centre
                  of main interests and
                  establishments

              


      

      For
        the
        purposes of the Council of the European Union Regulation No. 1346/2000 in
        Insolvency Proceedings (the "Regulation"),
        it is
        not aware of any material reason to suggest that its centre of main interest
        (as
        that term is used in Article 3(1) of the Regulation) and "establishment"
        (as
        that term is used in Article 2(h) of the Regulation is not situated in its
        jurisdiction of incorporation.

       

      
        	
                26.22

              	
                Priority
                  of ranking

              


      

      Subject
        to the Reservations and Perfection Requirements, ranking is in the priority
        as
        expressed in the Transaction Security Documents and is not subject to any
        prior
        ranking or pari
        passu
        ranking
        Security other than Permitted Security.

       

      
        	
                26.23

              	
                Title
                  to assets

              


      

      It
        and
        each of its subsidiaries has good title to, or valid leases or licences of,
        and
        all appropriate authorisations to use, the assets necessary to carry on its
        business as presently conducted if failure to have the same would have a
        Material Adverse Effect.

       

      
        	
                26.24

              	
                Times
                  when representations are
                  made

              


      

      
        	
                (a)

              	
                The
                  representations and warranties in this Clause 26
                  are made by each Original Obligor on the date of this Agreement
                  by
                  reference to the facts and circumstances existing on such date
                  provided
                  that:

              


      

       

      
        	 	
                (i)

              	
                the
                  Repeating Representations shall be deemed to be repeated on the
                  date of
                  each Utilisation Request following the Certain Funds Period, on
                  the first
                  day of each Interest Period, on the date of this Agreement, on
                  the date of
                  each Utilisation and together with the representation and warranty
                  set out
                  in Clause 26.18
                  (Legal
                  and beneficial ownership)
                  on the date of the accession of each Additional Obligor in respect
                  of
                  itself only;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Certain Funds Representations shall be deemed to be repeated on
                  Closing
                  and on the date of each Utilisation Request during the Certain
                  Funds
                  Period and on the date of each Utilisation during the Certain Funds
                  Period;

              


      

       

      
        	 	
                (iii)

              	
                the
                  representations and warranties set out in Clause 26.11
                  (No
                  misleading information)
                  shall be deemed to be repeated:

              


      

       

      
        	 	
                (A)

              	
                by
                  the Company:

              


      

       

      
        	
              	(a)	
                on
                  the date of the issue of the Information Memorandum; and
                  

              


      

       

      
        	
              	(b)	
                on
                  the Syndication Date, subject to specific written disclosures made
                  by the
                  Company (if any) at least five Business Days prior to the Syndication
                  Date
                  (or, if the Arranger has not notified the Company of the intended
                  Syndication Date ten Business Days' in advance, within five Business
                  Days
                  after receipt of such notice) against such representations which,
                  if so
                  made, shall qualify such representations; and


              


      

       

      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      


      
        	 	
                (B)

              	
                by
                  the Parent on the date of its accession to the terms of this Agreement,
                  subject to specific written disclosures made by the Company (if
                  any) prior
                  to the date of accession against such representations which, if
                  so made,
                  shall qualify such representations;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  representations and warranties set out in paragraph (b) of Clause
                  26.12
                  (Financial
                  Statements)
                  shall be deemed to be repeated on the date of delivery of the respective
                  financial statements.

              


      

       

      
        	
                (b)

              	
                Each
                  representation or warranty in this Clause 26
                  which is deemed to be made or repeated after the date of this Agreement
                  shall be deemed to be made or repeated by reference to the facts
                  and
                  circumstances existing on the date it is so made or
                  repeated.

              


      

       

      
        	
                (c)

              	
                For
                  the avoidance of doubt the representations and warranties made
                  in this
                  Clause 26,
                  other than in Clause 26.2
                  (Status)
                  to Clause 26.5
                  (Power
                  and authority),
                  Clause 26.7
                  (Validity
                  and admissibility in evidence),
                  Clause 26.11
                  (No
                  misleading information)
                  and paragraph (b)
                  of
                  Clause 26.12
                  (Original
                  Financial Statements)
                  are also made in relation to the
                  Group.

              


      

       

      
        	
                27.

              	
                
                  INFORMATION
                    UNDERTAKINGS

                

              


      

       

      The
        undertakings in this Clause 27
        remain
        in force from the date of this Agreement for so long as any amount is
        outstanding under the Finance Documents or any Commitment is in
        force.

       

      In
        this
        Clause 27:

       

      "Annual
        Financial Statements"
        means
        the financial statements for a Financial Year delivered pursuant to paragraph
        (a) of Clause 27.1
        (Financial
        statements).

       

      "Monthly
        Financial Statements"
        means
        the financial statements delivered pursuant to paragraph (c) of Clause
27.1
        (Financial
        statements).

       

      "Quarterly
        Financial Statements"
        means
        the financial statements delivered pursuant to paragraph (b) of Clause
27.1
        (Financial
        statements).

       

      
        	
                27.1

              	
                Financial
                  statements

              


      

      The
        Parent shall supply to the Facility Agent in sufficient copies for all the
        Lenders:

       

      
        	 	
                (a)

              	
                as
                  soon as they are available, but in any
                  event:

              


      

       

      
        	 	
                (i)

              	
                within
                  120 days after the end of each of its Financial Years (save that
                  the
                  relevant period shall be 150 days for the first Financial Year
                  after
                  Closing) its audited consolidated financial statements for that
                  Financial
                  Year; and

              


      

       

      
        	 	
                (ii)

              	
                within
                  any statutory time period allowed for the preparation thereof and
                  only if
                  requested by the Facility Agent, the financial statements (consolidated
                  if
                  appropriate) of each Borrower for that Financial Year (if available
                  or
                  required by law to be prepared);

              


      

       

      
        
          
          

        

        
          123

          
            

          

        

        
          
          

        

      

       

    

    
      
        	 	
                (b)

              	
                within
                  45 days after the end of each Financial Quarter ending
                  after Closing (save that the relevant period shall be 60 days for
                  Financial Quarters ending on or before 30 June 2009 provided
                  that
                  the Parent will use reasonable efforts to deliver within 45 days)
                  its
                  consolidated financial statements for that Financial Quarter including
                  (i)
                  a commentary by the management; (ii) a comparison against the relevant
                  Budget; and (iii) details of any One-off Costs, any items of Non-recurring
                  Expenditure and Capital Expenditure funded by Cash Overfunding,
                  in each
                  case in that Financial Quarter; and

              


      

       

      
        	 	
                (c)

              	
                as
                  soon as they are available, but in any event within 30 days after
                  the end
                  of each month ending after Closing (save that the relevant period
                  shall be
                  45 days for months ending on or before 30 June 2009 provided
                  that
                  the Parent will use reasonable efforts to deliver within 30 days)
                  its
                  financial statements, on a consolidated basis for that month including
                  a
                  commentary by the management (to include cumulative management
                  accounts
                  for the Financial Year to date),

              


      

       

      provided
        that
        for
        periods ending on or before 30 June 2009, the financial statements
        delivered pursuant to paragraphs (b) and (c) above will reflect the current
        reporting practices of the Group).

       

      
        	
                27.2

              	
                Provision
                  and contents of Compliance
                  Certificate

              


      

      
        	
                (a)

              	
                Starting
                  with the Financial Quarter ending 30 June 2009, the Parent shall
                  supply a Compliance Certificate to the Facility Agent with each
                  set of its
                  audited consolidated Annual Financial Statements and each set of
                  its
                  consolidated Quarterly Financial
                  Statements.

              


      

       

      
        	
                (b)

              	
                Each
                  Compliance Certificate shall, amongst other things, set out (in
                  reasonable
                  detail) computations as to compliance with Clause 28
                  (Financial
                  Covenants)
                  and explanations as to how the figures included were derived (provided
                  that
                  compliance with Clause 28.2(a)
                  shall not be addressed in Compliance Certificates delivered before
                  30 September 2009) and prepayments to be made from Excess
                  Cashflow under Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  and the Margin computations set out in the definition "Margin"
                  as at the
                  date as at which those financial statements were drawn up and,
                  in the case
                  of a Compliance Certificate provided in respect of Annual Financial
                  Statements, confirm compliance with the requirement for Guarantor
                  Coverage
                  in Clause 29.32
                  (Guarantors)
                  and contain a list of the companies that are Material
                  Companies.

              


      

       

      
        	
                (c)

              	
                Each
                  Compliance Certificate shall be signed by the Chief Financial Officer
                  or a
                  director of the Parent and, if required to be delivered with the
                  consolidated Annual Financial Statements of the Parent, shall be
                  reported
                  on by the Parent's Auditors on the proper extraction of the numbers
                  used
                  in the financial covenant calculations in such manner (if any)
                  and on such
                  conditions that the Auditors specify ((subject to the Facility
                  Agent
                  and/or each Lender agreeing an engagement letter with the Parent's
                  Auditors) and unless one of the Big Four Accountants have adopted
                  a
                  general policy of not providing such
                  reports).

              


      

       

      
        	
                27.3

              	
                Requirements
                  as to financial statements

              


      

      
        	
                (a)

              	
                The
                  Parent shall procure that each set of Annual Financial Statements,
                  Quarterly Financial Statements and Monthly Financial Statements
                  includes a
                  balance sheet, profit and loss account and cashflow statement provided
                  that in
                  respect of any periods ending on or prior to 30 June 2009 this shall
                  only be required if reflected in the reporting practices of the
                  Group as
                  of Closing. In addition the Parent shall procure that each set
                  of the
                  Parent's Annual Financial Statements shall be audited by the
                  Auditors.

              


      

       

      
        
          
          

        

        
          125

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                Each
                  set of financial statements delivered by the Parent pursuant to
                  Clause
                  27.1
                  (Financial
                  statements)
                  (other than under paragraph
                  (a)(ii)):

              


      

       

      
        	 	
                (i)

              	
                shall
                  be certified on behalf of the Parent by a director of the Parent
                  or
                  the Chief Financial Officer (in each case without personal liability)
                  as
                  giving a true and fair view of (in the case of Annual Financial
                  Statements
                  for any Financial Year), or fairly representing (in other cases),
                  its
                  financial condition and operations as at the date as at which those
                  financial statements were drawn up;

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of consolidated financial statements of the Group, shall
                  be
                  accompanied by a statement of the Parent comparing actual performance
                  for
                  the period to which the financial statements relate
                  to:

              


      

       

      
        	 	
                (A)

              	
                the
                  projected performance for that period set out in the Budget;
                  and

              


      

       

      
        	 	
                (B)

              	
                the
                  actual performance for the corresponding period in the preceding
                  Financial
                  Year of the Group; and

              


      

       

      
        	 	
                (iii)

              	
                shall
                  be prepared using the Accounting Principles, accounting practices
                  and
                  financial reference periods consistent with those applied, in the
                  case of
                  the Parent, in the preparation of the Base Case
                  Model,

              


      

       

      unless,
        in relation to any set of financial statements, the Parent notifies the Facility
        Agent that there has been a change in the Accounting Principles, a change
        of the
        Accounting Principles to IFRS, the accounting practices or the financial
        reference periods and it delivers to the Facility Agent:

       

      
        	 	
                (A)

              	
                a
                  description of any change necessary for those financial statements
                  to
                  reflect the Accounting Principles, or accounting practices upon
                  which the
                  Base Case Model was
                  prepared; and

              


      

       

      
        	 	
                (B)

              	
                sufficient
                  information, in form and substance as may be reasonably required
                  by the
                  Facility Agent, to enable the Lenders to determine whether Clause
                  28
                  (Financial
                  Covenants)
                  has been complied with, to determine the Margin as set out in the
                  definition of "Margin", to determine the amount of any prepayments
                  to be
                  made from Excess Cashflow under Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  and to make an accurate comparison between the financial position
                  indicated in those financial statements and the
                  Budget.

              


      

       

      
        	
                (c)

              	
                If
                  the Parent notifies the Facility Agent of a change in accordance
                  with
                  paragraph (b)(iii) above or a change of its Financial Year end
                  then the
                  Parent and the Facility Agent shall enter into negotiations in
                  good faith
                  with a view to agreeing:

              


      

       

      
        	 	
                (i)

              	
                whether
                  or not the change might result in any material alteration in the
                  commercial effect of any of the terms of this Agreement;
                  and

              


      

       

      
        
          
          

        

        
          126

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                if
                  so, any amendments to this Agreement which may be necessary to
                  ensure that
                  the change does not result in any material alteration in the commercial
                  effect of those terms; and

              


      

       

      
        	 	
                (iii)

              	
                any
                  amendments to the financial covenant levels set out in Clause 28
                  (Financial
                  Covenants)
                  to preserve the then applicable
                  headroom,

              


      

       

      and
        if
        any amendments are agreed they shall take effect and be binding on each of
        the
        Parties in accordance with their terms.

       

      If
        no
        such agreement is reached within 30 days of that notification of change,
        the
        Facility Agent shall (if so requested by the Majority Lenders) instruct the
        Auditors of the Parent or independent accountants (approved by the Parent
        or, in
        the absence of such approval within 5 days of request by the Facility Agent
        of
        such approval, a firm with recognised expertise) to determine any amendment
        to
        Clause 28.2
        (Financial
        condition),
        the
        Margin computations set out in the definition of "Margin", the amount of
        any
        prepayments to be made from Excess Cashflow under Clause 14.2
        (Disposal,
        Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
        and any
        other terms of this Agreement which the Auditors or, as the case may be,
        accountants (acting as experts and not arbitrators) consider appropriate
        to
        ensure the change does not result in any material alteration in the commercial
        effect of the terms of this Agreement. Those amendments shall take effect
        when
        so determined by the Auditors, or as the case may be, accountants. The cost
        and
        expense of the Auditors or accountants shall be for the account of the
        Parent.

       

      Any
        reference in this Agreement to any financial statements shall be construed
        as a
        reference to those financial statements as adjusted to reflect the basis
        upon
        which the Base Case Model was prepared save to the extent amendments have
        been
        made in accordance with paragraph (c) above.

       

      
        	
                27.4

              	
                Budget

              


      

      
        	
                (a)

              	
                The
                  Parent shall supply to the Facility Agent in sufficient copies
                  for all the
                  Lenders, as soon as the same become available but in any event
                  within 30
                  days after the start of each of its Financial Years (commencing
                  with the
                  Financial Year commencing 1 July 2009), an annual Budget for that
                  Financial Year.

              


      

       

      
        	
                (b)

              	
                The
                  Parent shall ensure that each
                  Budget:

              


      

       

      
        	 	
                (i)

              	
                is
                  in a form similar to the budget within the Base Case Model and
                  includes a
                  projected consolidated profit and loss, balance sheet and cashflow
                  statement
                  for the Group for the Financial Year to which the Budget relates.
                  The
                  projections shall relate to the 12 month period comprising, and
                  each month
                  in, that Financial Year;

              


      

       

      
        	 	
                (ii)

              	
                is
                  prepared in accordance with the Accounting Principles and the accounting
                  practices and financial reference periods applied to financial
                  statements
                  under Clause 27.1
                  (Financial
                  statements);
                  and

              


      

       

      
        	 	
                (iii)

              	
                has
                  been approved by the board of directors of the
                  Parent.

              


      

       

      
        	
                (c)

              	
                If
                  the Parent updates or changes the Budget, it shall within not more
                  than 10
                  days of the update or change being made deliver to the Facility
                  Agent, in
                  sufficient copies for each of the Lenders, such updated or changed
                  Budget
                  together with a written explanation of the main changes in that
                  Budget
                  which shall then become the Budget for the relevant period for
                  the
                  purposes of this Agreement.

              


      

       

      
        
          
          

        

        
          127

          
            

          

        

        
          
          

        

      

       

      
        	
                27.5

              	
                Presentations

              


      

      Upon
        the
        Facility Agent's request (not to be made more than once in every Financial
        Year), at least two directors of the Parent (one of whom shall be the Chief
        Financial Officer) must give a presentation to the Finance Parties about
        the
        on-going business and financial performance of the Group.

       

      
        	
                27.6

              	
                Year-end

              


      

      The
        Parent shall notify the Facility Agent of a change of its Financial
        Year-end.

       

      
        	
                27.7

              	
                Information:
                  miscellaneous

              


      

      The
        Company
        shall supply to the Facility Agent (in sufficient copies for all the Lenders,
        if
        the Facility Agent so requests):

       

      
        	 	
                (a)

              	
                at
                  the same time as they are dispatched, copies of all documents dispatched
                  by any
                  Obligor (other than in the ordinary course of business) to its
                  creditors
                  generally (or any class of them) and all information required by
                  law to be
                  provided by the Parent to its shareholders
                  generally;

              


      

       

      
        	 	
                (b)

              	
                promptly
                  upon becoming aware of them, the details of any litigation, arbitration
                  or
                  administrative proceedings (including, without limitation, relating
                  to the
                  infringement of any Intellectual Property) which are current, threatened
                  or pending against any member of the Group, and which would be
                  reasonably
                  likely to have a Material Adverse
                  Effect;

              


      

       

      
        	 	
                (c)

              	
                promptly
                  on request, such further information regarding the financial condition,
                  assets and operations of the Group as any Finance Party, through
                  the
                  Facility Agent, may reasonably request;
                  and

              


      

       

      
        	 	
                (d)

              	
                prior
                  to Closing, the final version of the Structure Memorandum, the
                  Funds Flow
                  Statement and the constitutional documents of the Parent which
                  constitutional documents may be amended or modified between the
                  date of
                  this Agreement and Closing with such amendments or modifications
                  as do not
                  materially and adversely affect the interests of the Lenders or
                  which have
                  been made with the consent of the Majority Lenders (acting
                  reasonably).

              


      

       

      
        	
                27.8

              	
                Notification
                  of default

              


      

      The
        Company
        shall notify the Facility Agent of any Default (and the steps, if any, being
        taken to remedy it) promptly upon becoming aware of its occurrence. The Facility
        Agent may, where it has reasonable grounds for believing that a Default is
        continuing, request that the Company issue a certificate confirming that
        no
        Default is continuing or, where a Default is continuing, setting out the
        steps
        being taken to remedy that Default.

       

      
        	
                27.9

              	
                "Know
                  your customer" checks

              


      

      
        	
                (a)

              	
                If:

              


      

       

      
        	 	
                (i)

              	
                the
                  introduction of or any change in (or in the interpretation, administration
                  or application of) any law or regulation made after the date of
                  this
                  Agreement;

              


      

       

      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                any
                  change in the status of an Obligor or the composition of the shareholders
                  of an Obligor after the date of this Agreement;
                  or

              


      

       

      
        	 	
                (iii)

              	
                a
                  proposed assignment or transfer by a Lender of any of its rights
                  and/or
                  obligations under this Agreement to a party that is not a Lender
                  prior to
                  such assignment or transfer,

              


      

       

      obliges
        the Facility Agent or any Lender (or, in the case of paragraph (iii) above,
        any
        prospective new Lender) to comply with "know your customer" or similar
        identification procedures in circumstances where the necessary information
        is
        not already available to it, each Obligor shall promptly upon the request
        of the
        Facility Agent or any Lender supply, or procure the supply of, such
        documentation and other evidence as is customarily required by the Facility
        Agent (for itself or on behalf of any Lender) or any Lender (for itself or,
        in
        the case of the event described in paragraph (iii) above, on behalf of any
        prospective new Lender) in order for the Facility Agent, such Lender or,
        in the
        case of the event described in paragraph (iii) above, any prospective new
        Lender
        to carry out and be satisfied with the results of all necessary "know your
        customer" or other similar checks under all applicable laws and regulations
        pursuant to the transactions contemplated in the Finance Documents.

       

      
        	
                (b)

              	
                Each
                  Lender shall promptly upon the request of the Facility Agent supply,
                  or
                  procure the supply of, such documentation and other evidence as
                  is
                  reasonably requested by the Facility Agent (for itself) in order
                  for the
                  Facility Agent to carry out and be satisfied with the results of
                  all
                  necessary "know your customer" or other similar checks under all
                  applicable laws and regulations pursuant to the transactions contemplated
                  in the Finance Documents.

              


      

       

      
        	
                (c)

              	
                The
                  Company
                  shall, by not less than 10 Business Days' prior written notice
                  to the
                  Facility Agent, notify the Facility Agent (which shall promptly
                  notify the
                  Lenders) of its intention to request that one of its Subsidiaries
                  becomes
                  an Additional Obligor pursuant to Clause 32
                  (Changes
                  to the Obligors).

              


      

       

      
        	
                (d)

              	
                Following
                  the giving of any notice pursuant to paragraph (c) above, if the
                  accession
                  of such Additional Obligor obliges the Facility Agent or any Lender
                  to
                  comply with "know your customer" or similar identification procedures
                  in
                  circumstances where the necessary information is not already available
                  to
                  it, the Company shall promptly upon the request of the Facility
                  Agent or
                  any Lender supply, or procure the supply of, such documentation
                  and other
                  evidence as is reasonably requested by the Facility Agent (for
                  itself or
                  on behalf of any Lender) or any Lender (for itself or on behalf
                  of any
                  prospective new Lender) in order for the Facility Agent or such
                  Lender or
                  any prospective new Lender to carry out and be satisfied with the
                  results
                  of all necessary "know your customer" or other similar checks under
                  all
                  applicable laws and regulations pursuant to the accession of such
                  Subsidiary to this Agreement as an Additional
                  Obligor.

              


      

       

      
        	
                27.10

              	
                ERISA

              


      

      Each
        Obligor shall:

       

      
        	
              	(a)	
                promptly
                  upon a request by the Facility Agent or a Lender, deliver to the
                  Facility
                  Agent copies of Schedule B (Actuarial Information) to the Annual
                  Report
                  (IRS Form 5500 Series) with respect to each Employee
                  Plan;

              


      

       

      
        
          
          

        

        
          129

          
            

          

        

        
          
          

        

      

       

      
        	
              	(b)	
                within
                  ten Business Days after it or any ERISA Affiliate becomes aware
                  that any
                  ERISA Event has occurred or, in the case of any ERISA Event which
                  requires
                  advance notice under Section 4043(b)(3) of ERISA, will occur, deliver
                  to
                  the Facility Agent a statement signed by a director or other authorized
                  signatory of an Obligor or ERISA Affiliate describing that ERISA
                  Event and
                  the action, if any, taken or proposed to be taken with respect
                  to that
                  ERISA Event;

              


      

       

      
        	
              	(c)	
                within
                  ten Business Days after receipt by it or any ERISA Affiliate or
                  any
                  administrator of an Employee Plan, deliver to the Facility Agent
                  copies of
                  each notice from the PBGC stating its intention to terminate any
                  Employee
                  Plan in a distress or involuntary termination or to have a trustee
                  appointed to administer any Employee Plan;
                  and

              


      

       

      
        	
              	(d)	
                within
                  ten Business Days after becoming aware of any event or circumstance
                  which
                  might constitute grounds for a distress or involuntary termination
                  of (or
                  the appointment of a trustee to administer) any Employee Plan or
                  Multiemployer Plan, provide an explanation of that event or circumstance
                  by a director of the Obligor or ERISA Affiliate affected by that
                  event or
                  circumstance.

              


      

       

      
        	
                28.

              	
                
                  FINANCIAL
                    COVENANTS

                

              


      

       

      
        	
                28.1

              	
                Financial
                  definitions

              


      

      In
        this
        Clause 28:

       

      "Borrowings"
        means,
        at any time, the outstanding principal or capital amount of any indebtedness
        for
        or in respect of:

       

      
        	 	
                (a)

              	
                moneys
                  borrowed;

              


      

       

      
        	 	
                (b)

              	
                acceptance
                  credits (or dematerialised
                  equivalents);

              


      

       

      
        	 	
                (c)

              	
                moneys
                  raised under or pursuant to bonds (other than a performance bond
                  or
                  advance payment bond issued in respect of the obligations of any
                  member of
                  the Group incurred in the ordinary course of business), notes,
                  debentures,
                  loan stock or any similar
                  instrument;

              


      

       

      
        	 	
                (d)

              	
                any
                  finance or capital lease or hire purchase contract which would,
                  in
                  accordance with the Accounting Principles, be treated as a finance
                  or
                  capital lease but only to the extent of such
                  treatment;

              


      

       

      
        	 	
                (e)

              	
                receivables
                  sold or discounted (other than to the extent there is no
                  recourse);

              


      

       

      
        	 	
                (f)

              	
                any
                  counter-indemnity obligation in respect of a guarantee, indemnity,
                  bond,
                  standby or documentary letter of credit or any other instrument
                  issued by
                  a bank or financial institution in respect of an underlying liability
                  of
                  an entity which is not a member of the Group which would fall within
                  one
                  of the other paragraphs of this
                  definition;

              


      

       

      
        	 	
                (g)

              	
                the
                  acquisition cost of any asset where the deferred payment is arranged
                  primarily as a method of raising finance and in circumstances where
                  the
                  due date for payment is more than 180 days after the expiry of
                  the period
                  customarily allowed by the relevant supplier (save where the payment
                  deferral results from non or delayed satisfaction of contract terms
                  by the
                  supplier or from contract terms establishing payment schedules
                  tied to
                  total or partial contract completion and/or to the results of operational
                  testing procedures);

              


      

       

      
        
          
          

        

        
          130

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (h)

              	
                the
                  sale price of any asset to the extent paid by the person liable
                  before the
                  time of sale or delivery where such advance payment is arranged
                  primarily
                  as a method of raising finance unless such arrangements are entered
                  into
                  customarily by customers of the
                  Group;

              


      

       

      
        	 	
                (i)

              	
                any
                  amount raised under any other transaction which would be treated
                  as
                  borrowing in accordance with the Accounting
                  Principles;

              


      

       

      
        	 	
                (j)

              	
                (without
                  double counting) the amount of any liability in respect of any
                  guarantee
                  or indemnity for any of the items referred to in the paragraphs
                  above;
                  and

              


      

       

      
        	 	
                (k)

              	
                redeemable
                  shares that are redeemable prior to the Termination Date for Facility
                  C, 

              


      

       

      provided
        that indebtedness
        owed by one member of the Group to another member of the Group, any Company
        Subordinated Debt, any Parent Subordinated Debt and indebtedness under the
        Vendor Documents shall not be taken into account and excluding post employment
        benefit scheme liabilities and any other liabilities in respect of other
        provisions which are treated as borrowings under the Accounting Principles
        (including, without limitation, borrowings under derivative transactions)
        and
        any provisions in relation to earn outs to the extent these are not supported
        by
        a guarantee issued by a third party which has been counter-indemnified by
        a
        member of the Group.

       

      "Capital
        Expenditure"
        means
        any expenditure or obligation in respect of expenditure which in accordance
        with
        the Accounting Principles is treated as capital expenditure (other than any
        Permitted Acquisition and any capital expenditure which is part of restructuring
        costs and only taking into account the actual cash payment made where assets
        are
        replaced and part of the purchase price is paid by way of part
        exchange).

       

      "Cashflow
        Cover"
        means,
        in respect of any Relevant Period, the ratio of Consolidated Cashflow for
        that
        Relevant Period to Net Debt Service for that Relevant Period.

       

      "Cash
        Overfunding"
        means
        an amount of $120,000,000 as reduced from time to time when designated by
        the
        Company to be Consolidated Cashflow.

       

      "Consolidated
        Cashflow"
        means,
        in respect of any Relevant Period, Consolidated EBITDA for that Relevant
        Period:

       

      
        	 	
                (a)

              	
                plus
                  the
                  amount of any rebate, refund or credit in respect of any tax on
                  profits,
                  gains or income actually received in cash by any member of such
                  Group
                  during such period;

              


      

       

      
        	 	
                (b)

              	
                minus
                  all Capital Expenditure actually paid by a member of the Group
                  during the
                  Relevant Period except to the extent was financed or refinanced
                  from or
                  funded from:

              


      

       

      
        	 	
                (i)

              	
                Retained
                  Cash;

              


      

       

      
        	 	
                (ii)

              	
                any
                  Permitted Financial Indebtedness;

              


      

       

      
        	 	
                (iii)

              	
                capital
                  contributions received from landlords in relation to Real Property
                  in
                  respect of which a member of the Group is a
                  tenant;

              


      

       

      
        
          
          

        

        
          131

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iv)

              	
                Company
                  New Equity or Company Subordinated Debt;
                  or

              


      

       

      
        	 	
                (v)

              	
                the
                  amount of Cash Overfunding up to an amount which, together with
                  the
                  aggregate amount of Cash Overfunding spent on Non-recurring Expenditure
                  items paid in cash in accordance with paragraph (n) below, does
                  not exceed
                  $ 60,000,000 in aggregate during the life of the
                  Facilities;

              


      

       

      
        	 	
                (c)

              	
                minus
                  the aggregate of the consideration paid for or cost of any Permitted
                  Acquisitions and the amount of any Joint Venture Investment made
                  in cash
                  during that period to the extent not included in Consolidated EBITDA
                  and
                  in each case except to the extent funded from Retained Cash, any
                  Permitted
                  Financial Indebtedness, Company New Equity or Company Subordinated
                  Debt;

              


      

       

      
        	 	
                (d)

              	
                plus
                  the amount of any loan which was made in respect of a Joint Venture
                  Investment which is repaid in cash to a member of the Group and
                  the amount
                  of any royalty payments made by a Joint Venture Investment to a
                  member of
                  the Group;

              


      

       

      
        	 	
                (e)

              	
                minus
                  all amounts of tax on profits, gains or income actually paid excluding
                  tax
                  accrued in the previous financial year that was deducted for the
                  purpose
                  of calculating Excess Cashflow in respect of that previous financial
                  year
                  (other than any such tax which is referable to any Financial Year
                  ending
                  on or before Closing and any tax which is netted off against any
                  proceeds
                  received by the Group in accordance with paragraph (b) of the definition
                  of Net Proceeds) and minus
                  the amount of any withholding tax withheld from any amount paid
                  to any
                  member of the Group which has been taken into account in calculating
                  Consolidated EBITDA for such
                  period;

              


      

       

      
        	 	
                (f)

              	
                plus
                  any decrease in and minus any increase of Working Capital between
                  the
                  beginning and end of such Relevant Period, excluding in this calculation
                  any movements in Working Capital (including inventory and deferred
                  income)
                  (either positive or negative) related to the BskyB one-off cards
                  swap-out
                  to the extent that it has an impact in the applicable Relevant
                  Period;

              


      

       

      
        	 	
                (g)

              	
                to
                  the extent not taken into account in any other paragraph in this
                  definition minus
                  all non-cash credits and release of provisions and plus
                  all non-cash debits and other non-cash charges and provisions included
                  in
                  establishing Consolidated EBITDA for such
                  period;

              


      

       

      
        	 	
                (h)

              	
                to
                  the extent not taken into account in any other paragraph in this
                  definition plus
                  any positive and minus
                  any negative one-off, non-recurring, extraordinary or exceptional
                  items
                  received or which are paid by any member of the Group in cash during
                  such
                  period (excluding the One-off Costs up to an amount of $60,000,000
                  in
                  aggregate during the life of the Facilities) to the extent not
                  already
                  taken into account in calculating Consolidated EBITDA for such
                  period or
                  provided for in Acquisition Costs or funded from Retained Cash,
                  any
                  Permitted Financial Indebtedness, Company New Equity or Company
                  Subordinated Debt (and where such items comprise consideration
                  receivable
                  by a member of the Group in connection with a Disposal, the gross
                  consideration receivable shall be used in determining the amount
                  to be
                  added back); 

              


      

       

      
        
          
          

        

        
          132

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                to
                  the extent included in Consolidated EBITDA or in any other paragraph
                  of
                  this definition, excluding
                  the effect of all cash movements associated with the Acquisition,
                  the
                  Acquisition Costs and the costs of any share options of the Group
                  existing
                  on Closing; 

              


      

       

      
        	 	
                (j)

              	
                plus
                  any Company New Equity or Company Subordinated Debt provided in
                  accordance
                  with paragraph (e) of Clause 28.3
                  (Financial
                  testing);

              


      

       

      
        	 	
                (k)

              	
                deducting
                  any fees, cash or charges of a non-recurring nature related to
                  any equity
                  offering, investments, acquisitions, disposals or Permitted Financial
                  Indebtedness (whether or not successful) except to the extent funded
                  from
                  Retained Cash or paid out of the proceeds raised on an equity or
                  debt
                  securities offering or other Permitted Financial
                  Indebtedness;

              


      

       

      
        	 	
                (l)

              	
                deducting
                  the amount of arm's length management, consulting, investor and
                  advisory
                  fees (other than in respect of any cash movements falling under paragraph
                  (k) above) paid to any of the Investors to the extent not taken
                  into
                  account in Consolidated EBITDA and other than those funded from
                  Retained
                  Cash, any Permitted Financial Indebtedness, Company New Equity
                  or Company
                  Subordinated Debt;

              


      

       

      
        	 	
                (m)

              	
                deducting
                  the amount of any dividends or other profit distributions paid
                  in cash
                  during such period to a third party (not being a member of the
                  Group)
                  which is a shareholder in a member of the Group and any amounts
                  paid by
                  any member of the Group under the Vendor Documents unless funded
                  from
                  amounts described in paragraphs (b) and (c) of the definition of
                  Retained
                  Cash;

              


      

       

      
        	 	
                (n)

              	
                plus
                  the amount of the Cash Overfunding designated and applied by the
                  Parent to
                  a Financial Quarter during that Relevant Period equivalent to the
                  amount
                  of Non-recurring Expenditure paid in cash and incurred at such
                  time up to
                  an amount which, together with the aggregate amount of Cash Overfunding
                  spent on Capital Expenditure in accordance with paragraph (b)(v)
                  above, does not exceed $60,000,000 in aggregate during the life
                  of the
                  Facilities;

              


      

       

      
        	 	
                (o)

              	
                deducting
                  other Permitted Payments made from the Group not included above
                  unless
                  funded out of Retained Cash; and

              


      

       

      
        	 	
                (p)

              	
                deducting
                  the costs relating to the BskyB one-off cards swap-out paid in
                  cash,
                  including any royalties payable in relation
                  thereto.

              


      

       

      "Consolidated
        EBITDA"
        means,
        for any Relevant Period, the consolidated profits of the Group from ordinary
        activities:

       

      
        	 	
                (a)

              	
                before
                  deducting Interest
                  Payable, any other Interest for which any member of the Group is
                  liable
                  and any deemed finance charge in respect of any post-employment
                  benefit
                  scheme liabilities;

              


      

       

      
        	 	
                (b)

              	
                before
                  deducting any
                  amount of Tax on profits, gains or income paid or payable by any
                  member of
                  the Group;

              


      

       

      
        
          
          

        

        
          133

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                after
                  adding back
                  (to the extent otherwise deducted) any amount attributable to any
                  amortisation of intangible assets (including amortisation of any
                  goodwill
                  arising on any Permitted Acquisition or Acquisition Costs), any
                  depreciation or impairment of tangible assets and any costs or
                  provisions
                  relating to any share option schemes of the Group existing at
                  Closing;

              


      

       

      
        	 	
                (d)

              	
                after
                  deducting
                  (to the extent included) Interest Income and/or any other Interest
                  accruing in favour of any member of the
                  Group;

              


      

       

      
        	 	
                (e)

              	
                excluding
                  any items (positive or negative) of a one-off, non-recurring,
                  extraordinary, unusual or exceptional nature (including, without
                  limitation, the restructuring of the activities of an entity and
                  reversals
                  of any provisions for the cost of restructuring, disposals, revaluations
                  or impairment of non-current assets, disposals of assets associated
                  with
                  discontinued operations and the costs associated with any aborted
                  Permitted Acquisition or aborted equity or debt securities
                  offering);

              


      

       

      
        	 	
                (f)

              	
                excluding
                  One-off Costs identified in the Base Case
                  Model;

              


      

       

      
        	 	
                (g)

              	
                after
                  adding back
                  (to the extent otherwise deducted) the amount of management, consulting,
                  investor and advisory fees paid to the Investors or Permira during
                  such
                  period;

              


      

       

      
        	 	
                (h)

              	
                after
                  deducting
                  (to the extent otherwise included) any gain over book value arising
                  in
                  favour of a member of the Group in the disposal of any asset (not
                  being
                  any disposals made in the ordinary course of trading) during such
                  period
                  and any gain arising on any revaluation of any asset during such
                  period;

              


      

       

      
        	 	
                (i)

              	
                after
                  adding back (to
                  the extent otherwise deducted) any loss against book value incurred
                  by a
                  member of the Group on the disposal or write down of any asset
                  (not being
                  any disposal made in the ordinary course of trading) during such
                  period
                  and any loss arising on any revaluation of any asset during such
                  period;

              


      

       

      
        	 	
                (j)

              	
                after
                  adding back
                  Acquisition Costs to the extent
                  deducted;

              


      

       

      
        	 	
                (k)

              	
                after
                  adding back
                  (to the extent not otherwise included) the amount of any dividends
                  or
                  other profit distributions (net of withholding tax) received in
                  cash by
                  any member of the Group during such period from companies which
                  are not
                  members of the Group;

              


      

       

      
        	 	
                (l)

              	
                after
                  adding back
                  an
                  amount equal to the amount of any reduction, or deducting
                  an
                  amount equal to the amount of any increase, in the consolidated
                  income
                  from operations of the Group as a result of a revaluation or recognition
                  of assets and liabilities of members of the Group which would not
                  have
                  occurred but for the occurrence of the Acquisition, in each case
                  during
                  such period;

              


      

       

      
        	 	
                (m)

              	
                after
                  adding
                  (to the extent not already included) the realised gains or deducting
                  (to the extent not otherwise deducted) the realised losses arising
                  at
                  maturity or on termination of forward foreign exchange and other
                  currency
                  hedging contracts entered into with respect to the operational
                  cashflows
                  of the Group (but taking no account of any unrealised gains or
                  loss on any
                  hedging or other derivative instrument
                  whatsoever);

              


      

       

      
        
          
          

        

        
          134

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (n)

              	
                after
                  adding back
                  (to the extent otherwise deducted) any fees, costs or charges of
                  a
                  non-recurring nature related to any equity or debt offering, compensation
                  payments to departing management, investments (including any Joint
                  Venture
                  Investment), acquisitions or Permitted Financial Indebtedness (whether
                  or
                  not successful);

              


      

       

      
        	 	
                (o)

              	
                after
                  adding back
                  (to the extend otherwise deducted) any costs or provisions relating
                  to any
                  share option or management equity incentive schemes of the
                  Group;

              


      

       

      
        	 	
                (p)

              	
                after
                  adding
                  the proceeds of any business interruption or similar
                  insurance;

              


      

       

      
        	 	
                (q)

              	
                after
                  deducting
                  the amount of profit of any entity (which is not a member of the
                  Group) in
                  which any member of the Group has an ownership interest to the
                  extent that
                  the amount of such profit included in the accounts of the Group
                  exceeds
                  the amount (net of any applicable withholding tax) received in
                  cash by
                  members of the Group through distributions by that
                  entity;

              


      

       

      
        	 	
                (r)

              	
                after
                  deducting
                  the amount of deferred revenue security fees released through the
                  profit
                  and loss account related to the one-off cards swap-out of
                  BskyB;

              


      

       

      
        	 	
                (s)

              	
                after
                  adding back
                  the cost of the BskyB one-off cards swap-out and any related royalties
                  payable in relation thereto; and

              


      

       

      
        	 	
                (t)

              	
                after
                  adding back
                  any profits or after
                  deducting
                  any losses resulting from extraordinary adjustments in the deferred
                  revenues accounting estimates.

              


      

       

      "Consolidated
        Net Finance Charges"
        means,
        for any Relevant Period, the amount of Interest Payable during that period
        less
        Interest Income during that period.

       

      "Consolidated
        Total Net Debt"
        means,
        at any time, the aggregate amount of all obligations of the Group for or
        in
        respect of Borrowings but:

       

      
        	 	
                (a)

              	
                including,
                  in the case of finance leases, only the capitalised value
                  thereof;

              


      

       

      
        	 	
                (b)

              	
                deducting
                  the aggregate amount of available Cash and Cash Equivalent Investments
                  held by any member of the Group;

              


      

       

      
        	 	
                (c)

              	
                deducting
                  the amount of Working Capital relating to the BskyB one-off cards
                  swap-out
                  to the extent that it has an impact in the applicable Relevant
                  Period;

              


      

       

      
        	 	
                (d)

              	
                adding
                  back
                  Trapped Cash; and

              


      

       

      
        	 	
                (e)

              	
                adding
                  back
                  the amount of Cash Overfunding up to an amount of $60,000,000 less
                  any
                  amounts utilised at such time to fund One-off
                  Costs,

              


      

       

      and
        so
        that no amount shall be included or excluded more than once.

       

      "Current
        Assets"
        means
        the aggregate of trade receivables and other current assets (but excluding
        Cash
        and Cash Equivalent Investments) maturing within twelve months from the date
        of
        computation and excluding:

       

      
        	 	
                (a)

              	
                receivables
                  in relation to tax rebates or credits on
                  profits;

              


      

       

      
        	 	
                (b)

              	
                one-off
                  non-recurring items, extraordinary items, exceptional items and
                  other
                  non-operating items;

              


      

       

      
        
          
          

        

        
          135

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                insurance
                  claims; and

              


      

       

      
        	 	
                (d)

              	
                any
                  accrued Interest owing to any member of the
                  Group.

              


      

       

      "Current
        Liabilities"
        means
        the aggregate of all liabilities (including trade creditors and other current
        liabilities and accrued expenses) falling due within twelve months from the
        date
        of computation but excluding:

       

      
        	 	
                (a)

              	
                liabilities
                  for Borrowings and Interest;

              


      

       

      
        	 	
                (b)

              	
                liabilities
                  for Tax on profits;

              


      

       

      
        	 	
                (c)

              	
                one-off
                  non-recurring items, extraordinary items, exceptional items and
                  other
                  non-operating items;

              


      

       

      
        	 	
                (d)

              	
                insurance
                  claims; and

              


      

       

      
        	 	
                (e)

              	
                liabilities
                  in relation to dividends declared but not paid by the
                  Company.

              


      

       

      "Debt
        Cover"
        means,
        in respect of any Relevant Period, the ratio of Consolidated Total Net Debt
        on
        the last day of that Relevant Period to Consolidated EBITDA for that Relevant
        Period.

       

      "Excess
        Cashflow"
        means
        for any Financial Year of the Parent, Consolidated Cashflow for that period
        less:

       

      
        	 	
                (a)

              	
                Net
                  Debt Service;

              


      

       

      
        	 	
                (b)

              	
                to
                  the extent that the Net Proceeds giving rise to the relevant mandatory
                  prepayment have been included in calculating Consolidated Cashflow
                  (and
                  not deducted under paragraph (e) below), mandatory prepayments
                  falling due
                  (other than in respect of Excess Cashflow calculated for the immediately
                  preceding Financial Year) during such
                  period;

              


      

       

      
        	 	
                (c)

              	
                mandatory
                  prepayments made as a result of illegality, market disruption or
                  as a
                  result of a Lender
                  requesting a tax gross-up, tax indemnity payment or payment of
                  increased
                  costs;

              


      

       

      
        	 	
                (d)

              	
                to
                  the extent included in Consolidated Cashflow, any amount received
                  by way
                  of Company New Equity or by way of Company Subordinated
                  Debt;

              


      

       

      
        	 	
                (e)

              	
                the
                  amount of Net Proceeds received by the Group which are permitted
                  to be
                  retained by the Group to the extent included in Consolidated
                  Cashflow;

              


      

       

      
        	 	
                (f)

              	
                the
                  amount of any IPO Proceeds received by the Group which are permitted
                  to be
                  retained by the Group to the extent included in Consolidated
                  Cashflow;

              


      

       

      
        	 	
                (g)

              	
                Acquisition
                  Costs (to the extent included in Consolidated Cashflow), in each
                  case not
                  funded by Borrowings;

              


      

       

      
        	 	
                (h)

              	
                to
                  the extent not already deducted from Consolidated Cashflow, any
                  payments
                  falling under paragraphs (b), (d) and (f) (to the extent of payments
                  to
                  persons who are not members of the Group) and (h) of the definition
                  of
                  Permitted Payment;

              


      

       

      
        	 	
                (i)

              	
                tax
                  accrued during such Financial Year but not paid but, in the case
                  of the
                  first Financial Year, only to the extent exceeding tax
                  paid;

              


      

       

      
        
          
          

        

        
          136

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (j)

              	
                any
                  increase in Trapped Cash between the first day of the Relevant
                  Period and
                  the last day of the Relevant
                  Period;

              


      

       

      
        	 	
                (k)

              	
                any
                  payment to fund the purchase of management equity or other compensation
                  to
                  existing management;

              


      

       

      
        	 	
                (l)

              	
                for
                  the period 1 January 2009 to 30 June 2009, any
                  positive (inflow) change in Working
                  Capital;

              


      

       

      
        	 	
                (m)

              	
                any
                  Capital Expenditure which has been during that Financial Year
                  contractually committed by any member of the Group to be spent
                  in a
                  subsequent Financial Year; and 

              


      

       

      
        	 	
                (n)

              	
                an
                  amount of $10,000,000 (or its equivalent) as de
                  minimis
                  amount.

              


      

       

      "Financial
        Quarter"
        means
        the period commencing on the day after one Quarter Date and ending on the
        next
        Quarter Date.

       

      "Financial
        Year"
        means
        the annual accounting period of the Group ending on or about 30 June in
        each year.

       

      "Interest"
        means
        interest received and interest and amounts in the nature of interest paid
        in
        respect of any Borrowings including, without limitation:

       

      
        	 	
                (a)

              	
                the
                  interest element of finance leases;

              


      

       

      
        	 	
                (b)

              	
                discount
                  and acceptance fees and costs payable (or deducted) in respect
                  of any
                  Borrowings;

              


      

       

      
        	 	
                (c)

              	
                fees
                  payable in connection with the issue or maintenance of any bond,
                  letter of
                  credit, guarantee or other assurance against financial loss which
                  constitutes Borrowings and is issued by a third party on behalf
                  of a
                  member of the Group and accrues after
                  Closing;

              


      

       

      
        	 	
                (d)

              	
                repayment
                  and prepayment premiums payable or incurred in repaying or prepaying
                  any
                  Borrowings; and

              


      

       

      
        	 	
                (e)

              	
                commitment,
                  utilisation and non-utilisation fees payable or incurred or accrued
                  after
                  Closing in respect of Borrowings.

              


      

       

      "Interest
        Cover"
        means,
        in respect of any Relevant Period, the ratio of Consolidated EBITDA for that
        Relevant Period to Consolidated Net Finance Charges for that Relevant
        Period.

       

      "Interest
        Income"
        means,
        for the Relevant Period, the amount of Interest accrued (whether or not
        received) due to members of the Group during such period.

       

      "Interest
        Payable"
        means
        for the Relevant Period, the aggregate of Interest accrued (whether or not
        paid
        or capitalised) in respect of any Borrowings of any member of the Group during
        that Relevant Period but:

       

      
        	 	
                (a)

              	
                excluding
                  any amortisation of fees, costs and expenses incurred in connection
                  with
                  the raising of any Borrowings; and

              


      

       

      
        	 	
                (b)

              	
                excluding
                  any
                  capitalised Interest, the amount of any discount amortised and
                  other
                  non-cash interest charges during the Relevant
                  Period,

              


      

       

      and
        calculated on the basis that:

       

      
        
          
          

        

        
          137

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                the
                  amount of Interest accrued will be increased by an amount equal
                  to any
                  amount payable by members of the Group under hedging agreements
                  in respect
                  of Interest in relation to that Relevant Period;
                  and

              


      

       

      
        	 	
                (ii)

              	
                the
                  amount of Interest accrued will be reduced by an amount equal to
                  any
                  amount payable to members of the Group under hedging agreements
                  in respect
                  of Interest in relation to that Relevant
                  Period.

              


      

       

      "Net
        Debt Service"
        means,
        in respect of any Relevant Period, the aggregate of:

       

      
        	 	
                (a)

              	
                Consolidated
                  Net Finance Charges;

              


      

       

      
        	 	
                (b)

              	
                the
                  aggregate of all scheduled payments of principal of any Borrowings
                  (and,
                  in the case of the Facilities and the Mezzanine Facility as adjusted
                  as
                  the result of any voluntary or mandatory prepayments) falling due
                  for
                  payment but
                  excluding
                  any amounts falling due under any overdraft or Revolving Facility
                  (including, without limitation, any Ancillary Facility, Fronted
                  Ancillary
                  Facility or Fronting Ancillary Commitments) which were available
                  for
                  simultaneous redrawing according to the terms of such facility
                  but for any
                  voluntary cancellation; and

              


      

       

      
        	 	
                (c)

              	
                the
                  amount of the capital element of any payments in respect of that
                  Relevant
                  Period payable under any finance lease or capital lease entered
                  into by
                  any member of the Group,

              


      

       

      and
        so
        that no amount shall be included more than once.

       

      "Non-recurring
        Expenditure"
        means
        the aggregate of the following:

       

      
        	 	
                (a)

              	
                the
                  costs relating to any one-off cards swap out or free cards paid
                  in cash
                  and in relation to BskyB, Direct TV, Direct TV LA, Sky Mexico,
                  Sky Italia
                  and Sky Brazil contracts;

              


      

       

      
        	 	
                (b)

              	
                the
                  costs (including but not limited to legal expenses and penalty,
                  security
                  or settlement payments) relating to the Echostar litigation
                  (as that litigation is described in the Legal Due Diligence Report
                  and the
                  Echostar Report);

              


      

       

      
        	 	
                (c)

              	
                the
                  cash outflow related to the accruals on the balance sheet of any
                  member of
                  the Group as at the last day of the most recent Financial Quarter
                  ending
                  prior to Closing relating to the Yeda and Gemstar
                  litigations;

              


      

       

      
        	 	
                (d)

              	
                the
                  cash impact of a reduction in the Newton 60 day payment period
                  referred to
                  in the Base Case Model and the Financial and Tax Report;
                  

              


      

       

      
        	 	
                (e)

              	
                the
                  cash outflow related to the release of deferred tax liabilities
                  existing
                  at Closing; and

              


      

       

      
        	 	
                (f)

              	
                any
                  other non-recurring costs and
                  expenses.

              


      

       

      "One-off
        Costs"
        means
        the aggregate of the following:

       

      
        	 	
                (a)

              	
                any
                  deficit in defined benefit pension plans required to be settled
                  as a
                  result of the Transaction;

              


      

       

      
        	 	
                (b)

              	
                at
                  any time, the cost and taxes (whether withholding tax or any other
                  form of
                  tax) in order to extract Cash existing as at Closing from
                  Israel;

              


      

       

      
        
          
          

        

        
          138

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                any
                  costs related to the settlement of the Yeda dispute
                  (as that dispute is described in the Legal Due Diligence Report),
                  but
                  excluding recurring royalty costs;

              


      

       

      
        	 	
                (d)

              	
                any
                  earn-out and management bonuses, in each case payable in respect
                  of past
                  acquisitions; and

              


      

       

      
        	 	
                (e)

              	
                any
                  one-off costs (payable either to Gemstar or customers) in respect
                  of
                  Gemstar settlements but excluding recurring royalty
                  payments.

              


      

       

      "Quarter
        Date"
        means
        each of 31 March, 30 June, 30 September and 31 December.

       

      "Relevant
        Period"
        means
        (other than as set out in paragraph (d) of Clause 28.3
        (Financial
        testing)
        each
        period of twelve months ending on the last day of the Parent's Financial
        Year
        and each period of twelve months ending on the last day of each Financial
        Quarter of the Parent's Financial Year.

       

      "Retained
        Cash"
        means
        the aggregate of:

       

      
        	 	
                (a)

              	
                Net
                  Proceeds permitted to be retained and not required to be immediately
                  prepaid or reinvested in the business of the
                  Group;

              


      

       

      
        	 	
                (b)

              	
                Excess
                  Cashflow arising from a previous Financial Year which the Company
                  is not obliged to prepay (including any Unused Amount and any de
                  minimis
                  amount which has been permitted to be deducted in calculating that
                  Excess
                  Cashflow in a previous Financial Year);
                  and

              


      

       

      
        	 	
                (c)

              	
                any
                  IPO Proceeds permitted to be retained (including from any IPO of
                  the
                  Non-Core Business); and

              


      

       

      
        	 	
                (d)

              	
                any
                  Net Proceeds permitted to be retained from any disposal of assets
                  of the
                  Non-Core Business,

              


      

       

      in
        each
        case to the extent not already taken into account in any other paragraph
        of the
        relevant definition or otherwise applied in any manner permitted by the Finance
        Documents.

       

      "Senior
        Consolidated Total Net Debt"
        means,
        at any time, the Consolidated Total Net Debt after deducting that part of
        the
        Consolidated Total Net Debt attributable to the Mezzanine Facility.

       

      "Senior
        Debt Cover"
        means,
        in respect of any Relevant Period, the ratio of Senior Consolidated Total
        Net
        Debt on the last day of that Relevant Period to the Consolidated EBITDA for
        that
        Relevant Period. 

       

      "Trapped
        Cash"
        means
        20 per cent. of the cash balances held in members of the Group incorporated
        in
        Israel as at the relevant date provided
        that
        such
        percentage may be reduced and/or increased if the Parent delivers to the
        Facility Agent a certificate confirming that it is feasible and/or necessary,
        based upon advice from its professional advisers, to extract cash from Israel
        at
        such lower or higher percentage cost. 

       

      "Unused
        Amount"
        has the
        meaning given that term in Clause 28.2
        (Financial
        condition).

       

      "Working
        Capital"
        means
        on any date Current Assets less Current Liabilities.

       

      
        
          
          

        

        
          139

          
            

          

        

        
          
          

        

      

       

      
        	
                28.2

              	
                Financial
                  condition

              


      

      The
        Parent shall ensure that:

       

      
        	 	
                (a)

              	
                Cashflow
                  Cover:
                  Cashflow Cover in respect of any Relevant Period specified in column
                  1
                  below shall not be less than the ratio set out in column 2 below
                  opposite
                  that Relevant Period.

              


      

      

        
          	
                  Column
                    1

                  Relevant
                    Period

                	
                  Column
                    2

                  Ratio

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2009

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2009

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2015

                	
                  1:1

                


        

      

       

      
        
          
          

        

        
          140

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                Interest
                  Cover:
                  Interest Cover in respect of any Relevant Period specified in column
                  1
                  below shall be or shall exceed the ratio set out in column 2 below
                  opposite that Relevant Period.

              


      

      

        
          	
                  Column
                    1

                  Relevant
                    Period

                	
                  Column
                    2

                  Ratio

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2009

                   

                	
                  1.45:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2009

                   

                	
                  1.60:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2009

                   

                	
                  1.65:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2010

                   

                	
                  1.70:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2010

                   

                	
                  1.70:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2010

                   

                	
                  1.85:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2010

                   

                	
                  1.90:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2011

                   

                	
                  1.95:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2011

                   

                	
                  2.00:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2011

                   

                	
                  2.15:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2011

                   

                	
                  2.20:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2012

                   

                	
                  2.25:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2012

                   

                	
                  2.30:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2012

                   

                	
                  2.30:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2012

                   

                	
                  2.40:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2013

                   

                	
                  2.45:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2013

                   

                	
                  2.55:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2013

                   

                	
                  2.65:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2013

                   

                	
                  2.75:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2014

                   

                	
                  2.80:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2014

                   

                	
                  2.90:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2015

                	
                  3.00:1

                


        

      

       

      
        
          
          

        

        
          141

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                Debt
                  Cover:
                  Debt Cover in respect of any Relevant Period specified in column
                  1 below
                  shall not exceed the ratio set out in column 2 below opposite that
                  Relevant Period.

              


      

      

        
          	
                  Column
                    1

                  Relevant
                    Period

                	
                  Column
                    2

                  Ratio

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2009

                   

                	
                  6.85:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2009

                   

                	
                  6.70:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2009

                   

                	
                  6.25:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2010

                   

                	
                  6.00:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2010

                   

                	
                  5.95:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2010

                   

                	
                  5.30:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2010

                   

                	
                  5.15:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2011

                   

                	
                  4.95:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2011

                   

                	
                  4.80:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2011

                   

                	
                  4.40:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2011

                   

                	
                  4.35:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2012

                   

                	
                  4.15:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2012

                   

                	
                  3.95:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2012

                   

                	
                  3.55:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2012

                   

                	
                  3.40:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2013

                   

                	
                  3.20:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2013

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2013

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2013

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2014

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 March 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 June 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 30 September 2015

                   

                	
                  3.00:1

                   

                
	
                  Relevant
                    Period expiring 31 December 2015

                	
                  3.00:1

                


        

      

       

      
        
          
          

        

        
          142

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                Capital
                  Expenditure:
                  The aggregate Capital Expenditure (other than Capital Expenditure
                  funded
                  from Retained Cash, Company New Equity or Company Subordinated
                  Debt) of
                  the Group in respect of each Financial Year of the Parent specified
                  in
                  column 1 below shall not exceed the amount set out in column 2
                  below
                  opposite that Financial Year.

              


      

      

        
          	
                  Column
                    1

                  Financial
                    Year Ending

                	 	
                  Column
                    2

                  Maximum Capital 
                    Expenditure

                	 
	 	 	 	 
	
                  30
                    June 2009

                	 	
                  $

                	
                  31,000,000

                	 
	
                  30
                    June 2010

                	 	
                  $

                	
                  37,000,000

                	 
	
                  30
                    June 2011

                	 	
                  $

                	
                  36,500,000

                	 
	
                  30
                    June 2012

                	 	
                  $

                	
                  41,500,000

                	 
	
                  30
                    June 2013

                	 	
                  $

                	
                  46,000,000

                	 
	
                  30
                    June 2014

                	 	
                  $

                	
                  51,500,000

                	 
	
                  30
                    June 2015

                	 	
                  $

                	
                  57,500,000

                	 
	
                  30
                    June 2016

                	 	
                  $

                	
                  64,000,000

                	 


        

      

       

      If
        in any
        Financial Year (the "Original
        Financial Year")
        the
        amount of the Capital Expenditure spent is less than the maximum amount
        permitted to be spent for that Original Financial Year (the difference being
        referred to below as the "Unused
        Amount"),
        then
        the maximum expenditure set out in column 2 above for the immediately following
        Financial Year (the "Carry
        Forward Year")
        shall
        be increased by an amount equal to 50 per cent. of the Unused
        Amount.

       

      In
        any
        Carry Forward Year, the original amount specified in column 2 above shall
        be
        treated as having been incurred after any Unused Amount carried forward into
        such Carry Forward Year.

       

      Up
        to 25
        per cent. of permitted Capital Expenditure from the next Financial Year may
        be
        carried back to such Financial Year with a corresponding reduction for the
        next
        following Financial Year.

       

      If
        the
        Group makes a Permitted Acquisition which:

       

      
        	 	
                (i)

              	
                increases
                  Consolidated EBITDA,

              


      

       

      then
        the
        amount of the maximum Capital Expenditure permitted
        above shall be increased by an amount equal to 120 per cent. of the Capital
        Expenditure budgeted for the entities acquired pursuant to the Permitted
        Acquisition. 

       

      
        	
                28.3

              	
                Financial
                  testing

              


      

      
        	
                (a)

              	
                Subject
                  to paragraphs (c) and (d) below, the financial covenants set out
                  in Clause
                  28.2
                  (Financial
                  condition)
                  shall be calculated in accordance with the Accounting Principles
                  (as
                  applied in the Base Case Model except as changed in accordance
                  with this
                  Agreement) and tested by reference to each of the financial statements
                  and/or each Compliance Certificate delivered pursuant to Clause
                  27.2
                  (Provision
                  and contents of Compliance Certificate).
                  No item shall be taken into account more than once in any
                  calculation.

              


      

       

      
        
          
          

        

        
          143

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                In
                  respect of any Relevant Period, the exchange rate used in relation
                  to
                  Consolidated Total Net Debt shall be the exchange rate used in
                  respect of
                  the Term Facilities for the euro/dollar hedge entered into by the
                  Company
                  on or before Closing to the extent hedged. The effect of all unrealised
                  currency exchange gains and losses shall be
                  excluded.

              


      

       

      
        	
                (c)

              	
                For
                  each of the Relevant Periods ending on a date which is less than
                  12 months
                  after Closing:

              


      

       

      
        	 	
                (i)

              	
                for
                  the purpose of Cashflow Cover, Consolidated Cashflow and Net Debt
                  Service
                  shall be calculated on an actual basis for the period from the
                  first day
                  of the first Financial
                  Quarter falling after Closing to the relevant test
                  date;

              


      

       

      
        	 	
                (ii)

              	
                for
                  the purposes of Interest Cover only, Consolidated Net Finance Charges
                  for
                  the complete Financial Quarters which have elapsed since Closing
                  shall be
                  annualised; and

              


      

       

      
        	 	
                (iii)

              	
                for
                  all other purposes, all items shall be calculated on an actual
                  basis over
                  the previous 12 month period.

              


      

       

      
        	
                (d)

              	
                For
                  the purpose of calculation of any financial covenant ratio (other
                  than in
                  relation to Excess Cashflow) (the "Acquisition
                  and Disposal Adjustment"):

              


      

       

      
        	 	
                (i)

              	
                there
                  shall be included in determining Consolidated EBITDA and Consolidated
                  Cashflow for any Relevant Period (including the portion thereof
                  occurring
                  prior to the relevant acquisition):

              


      

       

      
        	 	
                (A)

              	
                the
                  earnings before interest, tax, depreciation and amortisation (calculated
                  on the same basis as Consolidated EBITDA, mutatis
                  mutandis)
                  and cashflow (calculated on the same basis as Consolidated Cashflow,
                  mutatis
                  mutandis)
                  for the period of any person, property, business or material fixed
                  asset
                  acquired and not subsequently sold, transferred or otherwise disposed
                  of
                  by any member of the Group during such period (each such person,
                  property,
                  business or asset acquired and not subsequently disposed of an
                  "Acquired
                  Entity or Business");
                  and

              


      

       

      
        	 	
                (B)

              	
                if
                  material (unless, in relation to any material adjustment which
                  could be
                  made as a result of net cost savings, the Parent elects not to
                  include
                  such net cost savings in the determination of Consolidated EBITDA),
                  an
                  adjustment in respect of each Acquired Entity or Business acquired
                  during
                  such period equal to the amount of the Pro Forma Adjustment (as
                  defined in
                  paragraph (v) below) with respect to such Acquired Entity or Business
                  for
                  such period; and

              


      

       

      
        	 	
                (ii)

              	
                there
                  shall be excluded in determining Consolidated EBITDA and Consolidated
                  Cashflow for any period the earnings before interest, tax, depreciation
                  and amortisation (calculated on the same basis as Consolidated
                  EBITDA,
                  mutatis
                  mutandis)
                  and cashflow (calculated on the same basis as Consolidated Cashflow,
                  mutatis
                  mutandis)
                  of any person, property, business or material fixed asset sold,
                  transferred or otherwise disposed of by any member of the Group
                  during
                  such period (including the portion thereof occurring prior to such
                  sale,
                  transfer, disposition or conversion) (each such person, property,
                  business
                  or asset so sold or disposed of, a "Sold
                  Entity or Business");

              


      

       

      
        
          
          

        

        
          144

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                Consolidated
                  Net Finance Charges and Net Debt Service will be adjusted to reflect
                  the
                  assumption or repayment of debt relating to any Acquired Entity
                  or
                  Business or Sold Entity or
                  Business;

              


      

       

      
        	 	
                (iv)

              	
                Capital
                  Expenditure will be adjusted to reflect the Capital Expenditure
                  relating
                  to any Acquired Entity or Business or Sold Entity or Business;
                  and

              


      

       

      
        	 	
                (v)

              	
                for
                  the purposes of this Clause 28.3
                  "Pro
                  Forma Adjustment"
                  shall mean, for any Relevant Period that includes any of the four
                  Financial Quarters first following the acquisition of or investment
                  in an
                  Acquired Entity or Business, with respect to the Consolidated EBITDA
                  and
                  Consolidated Cashflow of that Acquired Entity or Business, the
                  pro
                  forma
                  increase or decrease in such Consolidated EBITDA and Consolidated
                  Cashflow
                  projected by the Parent in good faith as a result of reasonably
                  identifiable and supportable net cost savings or additional net
                  costs, as
                  the case may be, realisable during such period by combining the
                  operations
                  of such Acquired Entity or Business with the operations of the
                  Parent and
                  its Subsidiaries, which, if above $10,000,000 has been verified
                  by one of
                  the Big Four Accountants, provided
                  that so
                  long as such net cost savings or additional net costs will be realisable
                  at any time during such period, it may be assumed, for purposes
                  of
                  projecting such pro
                  forma
                  increase or decrease to such Consolidated EBITDA and Consolidated
                  Cashflow, that such net cost savings or additional net costs will
                  be
                  realisable during such period and, provided
                  further that any
                  such pro
                  forma
                  increase or decrease to such Consolidated EBITDA and Consolidated
                  Cashflow
                  shall be without duplication for net cost savings or additional
                  net costs
                  actually realised during such period and already included in such
                  Consolidated EBITDA and Consolidated
                  Cashflow.

              


      

       

      
        	
                (e)

              	
                In
                  the event of a breach of Clause 28.2(a)
                  (Cashflow
                  Cover),
                  Clause 28.2(b)
                  (Interest
                  Cover)
                  or Clause 28.2(c)
                  (Debt
                  Cover)
                  and no later than 15 Business Days after the date on which the
                  relevant
                  Compliance Certificate is required to be delivered (the "Equity
                  Cure Period")
                  and provided
                  that
                  such Compliance Certificate is accompanied by a notice of intent
                  to cure,
                  signed by the chief financial officer or a director of the Parent
                  and
                  outlining, in reasonable detail, the steps being taken to remedy
                  the
                  breach (a "Cure
                  Notice"),
                  if the Company receives (directly or indirectly) the cash proceeds
                  of
                  Company New Equity or Company Subordinated Debt and applies the
                  same in
                  prepayment of the Facilities in accordance with Clause 14.3 (Application
                  of mandatory prepayments), then
                  such financial covenants shall be recalculated as at the relevant
                  test
                  date for that Relevant Period and calculated for the Relevant Periods
                  ending on each of the three subsequent Quarter Dates giving effect
                  to the
                  following pro
                  forma
                  adjustments: 

              


      

       

      
        	 	
                (i)

              	
                Consolidated
                  Cashflow for the last quarter of the Relevant Period shall be increased
                  solely for the purpose of measuring the financial covenant set
                  out in
                  Clause 28.2(a)
                  above and not for any other purpose, by an amount equal to the
                  amount of
                  Company New Equity and/or Company Subordinated
                  Debt;

              


      

       

      
        	 	
                (ii)

              	
                Consolidated
                  Total Net Debt under this Agreement shall be decreased for the
                  purpose of
                  measuring the financial covenant set out in Clause 28.2(c)
                  above by an amount equal to the Company New Equity and/or Company
                  Subordinated Debt; and

              


      

       

      
        
          
          

        

        
          145

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                Consolidated
                  Total Net Debt shall be deemed to have been decreased at the beginning
                  of
                  that Relevant Period as if there was a voluntary prepayment by
                  an amount
                  equal to the Company New Equity and/or Company Subordinated Debt
                  and
                  Consolidated Net Finance Charges for that Relevant Period recalculated
                  assuming such a prepayment solely for the purpose of measuring
                  the
                  financial covenant set out in Clause 28.2(b)
                  above.

              


      

       

      If,
        after
        giving effect to the foregoing recalculations, the Company shall then be
        in
        compliance with the requirements of all financial covenants the Company shall
        be
        deemed to have satisfied the requirements of such financial covenants as
        of the
        relevant date of determination with the same effect as though there had been
        no
        failure to comply therewith at such date, and the applicable breach or default
        of such financial covenants which had occurred shall be deemed cured for
        all
        purposes of the Finance Documents.

       

      During
        the Equity Cure Period, if a Cure Notice was delivered, a Default (but not
        an
        Event of Default) shall be deemed to be continuing unless and until the cash
        proceeds of such Company
        New Equity or Company Subordinated Debt is applied in accordance with this
        Clause.

       

      The
        above
        equity cure right may be exercised no more than four times over the life
        of the
        Facilities, and may not be used in consecutive Financial Quarters.

       

      
        	
                29.

              	
                
                  GENERAL
                    UNDERTAKINGS

                

              


      

       

      The
        undertakings in this Clause 29
        remain
        in force from the date of this Agreement for so long as any amount is
        outstanding under the Finance Documents or any Commitment is in
        force.

       

      Authorisations
        and compliance with laws

       

      
        	
                29.1

              	
                Authorisations

              


      

      Subject
        to the Reservations and the Perfection Requirements, each Obligor shall promptly
        obtain, comply with and do all that is necessary to maintain in full force
        and
        effect any Authorisation required under any applicable law to:

       

      
        	 	
                (a)

              	
                enable
                  it to perform its obligations under the Finance Documents
                  and Scheme Documents;

              


      

       

      
        	 	
                (b)

              	
                ensure
                  the legality, validity, enforceability or admissibility in evidence
                  of any
                  Finance Document or, where failure to do so would have a Material
                  Adverse
                  Effect, Scheme Document; and

              


      

       

      
        	 	
                (c)

              	
                carry
                  on its business, where failure to do so has a Material Adverse
                  Effect.

              


      

       

      
        	
                29.2

              	
                Compliance
                  with laws

              


      

      Each
        Obligor shall (and the Company
        shall ensure that each member of the Group will) comply in all respects with
        all
        laws to which it is subject including the Foreign Corrupt Practices Act (15
        USC
§§78dd-1
        et
        seq.), if applicable, if failure so to comply would have a Material Adverse
        Effect.

       

      
        	
                29.3

              	
                Environmental
                  compliance

              


      

      Each
        Obligor shall (and the Company
        shall ensure that each member of the Group will):

       

      
        	 	
                (a)

              	
                comply
                  with all Environmental Laws;

              


      

       

      
        
          
          

        

        
          146

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                obtain,
                  maintain and ensure compliance with all requisite Environmental
                  Permits;
                  and

              


      

       

      
        	 	
                (c)

              	
                implement
                  procedures to monitor compliance with and to prevent liability
                  under any
                  Environmental Law,

              


      

       

      where
        failure to do so would have a Material Adverse Effect.

       

      
        	
                29.4

              	
                Taxation

              


      

      Each
        Obligor shall (and the Company
        shall ensure that each member of the Group will) pay and discharge all Taxes
        imposed upon it or its assets within the time period allowed or, if later,
        before incurring material penalties unless and only to the extent
        that:

       

      
        	 	
                (a)

              	
                such
                  payment is being contested in good faith
                  and in accordance with any relevant
                  procedures;

              


      

       

      
        	 	
                (b)

              	
                adequate
                  reserves are being maintained in accordance with the Accounting
                  Principles
                  for those Taxes and the costs required to contest them which have
                  been
                  disclosed in its latest financial statements (or where incurred
                  subsequently will be disclosed in the next financial statements)
                  delivered
                  to the Facility Agent under Clause 27.1
                  (Financial
                  statements)
                  (if required to be disclosed under the Accounting Principles);
                  and

              


      

       

      
        	 	
                (c)

              	
                such
                  payment can be withheld without incurring material penalties and
                  failure
                  to pay those Taxes does not have a Material Adverse
                  Effect.

              


      

       

      Restrictions
        on business focus

       

      
        	
                29.5

              	
                Merger

              


      

      No
        Obligor shall (and the Company
        shall ensure that no other member of the Group will) enter into any
        amalgamation, demerger, merger, consolidation or corporate reconstruction
        other
        than a Permitted Transaction.

       

      
        	
                29.6

              	
                Change
                  of business

              


      

      The
        Company
        shall procure that no substantial change is made to the general nature of
        the
        business of the Group taken as a whole from that carried on by the Group
        at the
        date of this Agreement.

       

      
        	
                29.7

              	
                Acquisitions

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no other member of the Group will) acquire a
                  company or
                  any shares or securities or a business or undertaking (or, in each
                  case,
                  any interest in any of them).

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to an acquisition of a company, of shares,
                  securities or a business or undertaking (or, in each case, any
                  interest in
                  any of them) or the incorporation of a company which is a Permitted
                  Acquisition. 

              


      

       

      
        	
                29.8

              	
                Joint
                  ventures

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no member of the Group
                  will):

              


      

       

      
        	 	
                (i)

              	
                enter
                  into, invest in or acquire (or agree to invest
                  in or acquire, unless such agreement is subject to Majority Lender
                  approval) any shares, stocks, securities or other interest in any
                  Joint
                  Venture; or

              


      

       

      
        
          
          

        

        
          147

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                transfer
                  any assets or lend to or guarantee or give an indemnity for or
                  give
                  Security for the obligations of a Joint Venture or maintain the
                  solvency
                  of or provide working capital to any Joint Venture (or agree to
                  do any of
                  the foregoing, unless such agreement is subject to Majority Lender
                  approval).

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to any acquisition (or agreement to acquire)
                  any
                  interest in a Joint Venture or transfer of assets (or agreement
                  to
                  transfer assets) to a Joint Venture or loan made to or guarantee
                  given in
                  respect of the obligations of a Joint Venture if such transaction
                  is a
                  Permitted Joint Venture. 

              


      

       

      
        	
                29.9

              	
                Holding
                  Companies

              


      

      Notwithstanding
        any other provision of this Agreement, the Parent
        shall not trade, carry on any business, own any assets or incur any liabilities
        except for:

       

      
        	 	
                (a)

              	
                a
                  Permitted Holding Company Activity (subject to the proviso in such
                  definition); and

              


      

       

      
        	 	
                (b)

              	
                (for
                  the avoidance of doubt) any activity specifically permitted for
                  the Parent
                  under the definitions of Permitted Acquisition, Permitted Disposal,
                  Permitted Financial Indebtedness, Permitted Guarantee, Permitted
                  Loan,
                  Permitted Payment, Permitted Security, Permitted Share Issue or
                  Permitted
                  Transaction.

              


      

       

      
        	
                29.10

              	
                Centre
                  of main interests and
                  establishments

              


      

      No
        Obligor whose jurisdiction of incorporation is in a member state of the European
        Union
        shall
        deliberately change its "centre of main interests" (as that term is used
        in
        Article 3(1) of The Council of the European Union Regulation No. 1346/2000
        on
        Insolvency Proceedings (the "Regulation"))
        in a
        manner which would materially and adversely affect the interests of the Lenders
        as a whole.

       

      Restrictions
        on dealing with assets and Security

       

      
        	
                29.11

              	
                Pari
                  passu ranking

              


      

      Each
        Obligor shall ensure that at all times any claims of a Finance Party or Hedge
        Counterparty against it under the Finance Documents rank at least pari
        passu
        with the
        claims of all its other unsecured and unsubordinated creditors except those
        creditors whose claims are mandatorily preferred by laws of general application
        to companies.

       

      
        	
                29.12

              	
                Negative
                  pledge

              


      

      In
        this
        Clause 29.12,
        "Quasi-Security"
        means a
        transaction described in paragraph (b) below.

       

      Except
        as
        permitted under paragraph (c) below:

       

      
        	 	
                (a)

              	
                No
                  Obligor shall (and the Company
                  shall ensure that no other member of the Group will) create or
                  permit to
                  subsist any Security over any of its
                  assets.

              


      

       

      
        	 	
                (b)

              	
                No
                  Obligor shall (and the Company shall ensure that no other member
                  of the
                  Group will):

              


      

       

      
        	 	
                (i)

              	
                sell,
                  transfer or otherwise dispose to any person who is not a member
                  of the
                  Group of any of its assets on terms whereby they are or may be
                  leased to
                  or re-acquired by an Obligor
                  or
                  by any other member of the Group;

              


      

       

      
        	 	
                (ii)

              	
                sell,
                  transfer or otherwise dispose of any of its receivables to any
                  person who
                  is not a member of the Group on recourse
                  terms;

              


      

       

      
        
          
          

        

        
          148

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                enter
                  into any arrangement under which money or the benefit of a bank
                  or other
                  account may be applied, set-off or made subject to a combination
                  of
                  accounts; or

              


      

       

      
        	 	
                (iv)

              	
                enter
                  into any other preferential arrangement having a similar
                  effect,

              


      

       

      in
        circumstances where the arrangement or transaction is entered into primarily
        as
        a method of raising Financial Indebtedness or of financing the acquisition
        of an
        asset.

       

      
        	 	
                (c)

              	
                Paragraphs
                  (a) and (b) above do not apply to any Security or (as the case
                  may be)
                  Quasi-Security, which is
                  Permitted Security. 

              


      

       

      
        	
                29.13

              	
                Disposals

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no member of the Group will) enter into a single
                  transaction or a series of transactions (whether related or not)
                  and
                  whether voluntary or involuntary to sell, lease, transfer or otherwise
                  dispose of any asset.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to any sale, lease, transfer or other
                  disposal
                  which is a Permitted Disposal. 

              


      

       

      
        	
                29.14

              	
                Preservation
                  of assets

              


      

      The
        Group
        shall preserve sufficient title to, or valid leases or licences of, and all
        appropriate authorisations to use, the assets necessary to carry on the business
        of the Group as it is presently conducted where failure to do so would have
        a
        Material Adverse Effect.

       

      
        	
                29.15

              	
                Arm's
                  length basis

              


      

      
        	
                (a)

              	
                Except
                  as permitted by paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure no member of the Group will) enter into any material
                  transaction with any Investor, their Affiliates (other than a member
                  of
                  the Group) or any person not being a member of the Group except
                  on arm's
                  length terms or better.

              


      

       

      
        	
                (b)

              	
                The
                  following transactions shall not be a breach of this Clause 29.15:

              


      

       

      
        	 	
                (i)

              	
                intra-Group
                  loans permitted under Clause 29.16
                  (Loans
                  or credit);

              


      

       

      
        	 	
                (ii)

              	
                fees,
                  costs and expenses payable under the Transaction Documents delivered
                  to
                  the Facility Agent under Clause 4.1
                  (Initial
                  conditions precedent)
                  or agreed by the Facility Agent or as set out in the Funds Flow
                  Statement;
                  and

              


      

       

      
        	 	
                (iii)

              	
                any
                  Permitted Transactions.

              


      

       

      Restrictions
        on movement of cash - cash out

       

      
        	
                29.16

              	
                Loans
                  or credit

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no member of the Group will) be a creditor in
                  respect of
                  any Financial Indebtedness.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to:

              


      

       

      
        	 	
                (i)

              	
                a
                  Permitted Loan;

              


      

       

      
        	 	
                (ii)

              	
                a
                  Permitted Payment; or

              


      

       

      
        	 	
                (iii)

              	
                a
                  Permitted Guarantee. 

              


      

       

      
        
          
          

        

        
          149

          
            

          

        

        
          
          

        

      

       

      
        	
                29.17

              	
                No
                  Guarantees or indemnities

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no member of the Group will) incur or allow to
                  remain
                  outstanding any guarantee in respect of any obligation of any
                  person.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to a guarantee which
                  is:

              


      

       

      
        	 	
                (i)

              	
                a
                  Permitted Guarantee; or

              


      

       

      
        	 	
                (ii)

              	
                a
                  Permitted Transaction.

              


      

       

      
        	
                29.18

              	
                Dividends
                  and share redemption

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, the Company
                  shall ensure that no member of the Group (other than the Parent)
                  will:

              


      

       

      
        	 	
                (i)

              	
                declare,
                  make or pay any dividend, charge, fee or other distribution (or
                  interest
                  on any unpaid dividend, charge, fee or other distribution) (whether
                  in
                  cash or in kind) on or in respect of its share capital (or any
                  class of
                  its share capital);

              


      

       

      
        	 	
                (ii)

              	
                repay
                  or distribute any dividend or share premium
                  reserve;

              


      

       

      
        	 	
                (iii)

              	
                pay
                  or allow any member of the Group to pay any management, advisory
                  or other
                  fee to or to the order of the
                  Parent or any of the shareholders of the Parent;
                  or

              


      

       

      
        	 	
                (iv)

              	
                redeem,
                  repurchase, defease, retire or repay any of its share capital or
                  resolve
                  to do so.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to:

              


      

       

      
        	 	
                (i)

              	
                a
                  Permitted Payment; or 

              


      

       

      
        	 	
                (ii)

              	
                a
                  Permitted Transaction. 

              


      

       

      
        	
                29.19

              	
                Subordinated
                  Debt

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, the Company
                  shall ensure that no member of the Group (other than the Parent),
                  will:

              


      

       

      
        	 	
                (i)

              	
                repay
                  or prepay any principal amount (or capitalised interest) outstanding
                  under
                  the Mezzanine Facility, the
                  Vendor Documents, the Company Subordinated Debt or the Parent Subordinated
                  Debt;

              


      

       

      
        	 	
                (ii)

              	
                pay
                  any interest or any other amounts payable in connection with the
                  Mezzanine
                  Facility, the Vendor Documents, the Company Subordinated Debt or
                  the
                  Parent Subordinated Debt;

              


      

       

      
        	 	
                (iii)

              	
                purchase,
                  redeem, defease or discharge, exchange or enter into any sub-participation
                  arrangements in respect of any amount outstanding with respect
                  to the
                  Mezzanine Facility, the Vendor Documents, or the Company Subordinated
                  Debt
                  or the Parent Subordinated Debt; or

              


      

       

      
        	 	
                (iv)

              	
                make
                  any other payment (whether directly or indirectly) to the Parent
                  or to an
                  Investor (or any entity through which that Investor holds its interest
                  in
                  the Parent).

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) does not apply to a payment, repayment, prepayment, purchase,
                  redemption, defeasance or discharge which
                  is:

              


      

       

      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                a
                  Permitted Payment; or 

              


      

       

      
        	 	
                (ii)

              	
                a
                  Permitted Transaction.

              


      

       

      Restrictions
        on movement of cash - cash in

       

      
        	
                29.20

              	
                Financial
                  Indebtedness

              


      

      
        	
                (a)

              	
                Except
                  as permitted under paragraph (b) below, no Obligor shall (and the
                  Company
                  shall ensure that no member of the Group will) incur or allow to
                  remain
                  outstanding any Financial
                  Indebtedness.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above does not apply to Financial Indebtedness which
                  is:

              


      

       

      
        	 	
                (i)

              	
                Permitted
                  Financial Indebtedness; or

              


      

       

      
        	 	
                (ii)

              	
                a
                  Permitted Transaction.

              


      

       

      
        	
                29.21

              	
                Share
                  capital

              


      

      No
        Obligor shall (and the Company
        shall ensure no member of the Group will) issue any shares except pursuant
        to:

       

      
        	 	
                (a)

              	
                a
                  Permitted Share Issue; or

              


      

       

      
        	 	
                (b)

              	
                a
                  Permitted Transaction.

              


      

       

      Miscellaneous

       

      
        	
                29.22

              	
                Insurance

              


      

      
        	
                (a)

              	
                Each
                  Obligor shall (and the Company
                  shall ensure that each member of the Group will) maintain insurances
                  on
                  and in relation to its business and assets against those material
                  risks
                  and to the extent as is usual for companies carrying on the same
                  or
                  substantially similar business.

              


      

       

      
        	
                (b)

              	
                All
                  insurances must be with reputable independent insurance companies
                  or
                  underwriters.

              


      

       

      
        	
                29.23

              	
                Pensions

              


      

      The
        Company
        shall ensure that all pension schemes operated by or maintained for the benefit
        of members of the Group and/or any of its employees are funded to the extent
        required by applicable local law and regulations where failure to do so would
        have a Material Adverse Effect.

       

      
        	
                29.24

              	
                Access

              


      

      While
        an
        Event of Default is continuing, upon reasonable notice being given by the
        Facility Agent and after consultation with the Company,
        each Obligor will procure that any one or more representatives of the Facility
        Agent and/or the Security Agent and/or accountants or other professional
        advisers appointed by the Facility Agent and/or the Security Agent are allowed
        access during normal business hours (at the cost of the Company) to the
        premises, books and accounts of each member of the Group provided
        that
        all
        information obtained as a result of such access shall be subject to the
        confidentiality restrictions set out in this Agreement.

       

      
        	
                29.25

              	
                Intellectual
                  Property

              


      

      Each
        Obligor shall (and the Company
        shall procure that each member of the Group will):

       

      
        	 	
                (a)

              	
                preserve
                  and maintain the subsistence and validity of the Intellectual Property
                  necessary for the business of the relevant member of the
                  Group;

              


      

       

      
        
          
          

        

        
          151

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                use
                  reasonable endeavours to prevent any infringement in any material
                  respect
                  of the Intellectual Property;

              


      

       

      
        	 	
                (c)

              	
                make
                  registrations and pay all registration fees and taxes necessary
                  to
                  maintain the Intellectual Property in full force and effect and
                  record its
                  interest in that Intellectual
                  Property;

              


      

       

      
        	 	
                (d)

              	
                not
                  use or permit the Intellectual Property to be used in a way or
                  take any
                  step or omit to take any step in respect of that Intellectual Property
                  which may materially and adversely affect the existence or value
                  of the
                  Intellectual Property or imperil the right of any member of the
                  Group to
                  use such property; and

              


      

       

      
        	 	
                (e)

              	
                not
                  discontinue the use of the Intellectual
                  Property,

              


      

       

      where,
        in each
        case, failure to do so would have a Material Adverse Effect.

       

      
        	
                29.26

              	
                Amendments

              


      

      No
        Obligor shall (and the Company
        shall ensure that no member of the Group will) amend, vary, novate, supplement,
        supersede, waive or terminate the share transfer provisions in the
        constitutional documents of any member of the Group whose shares are pledged
        under the Transaction Security Documents except in each case in writing in
        a way
        which would not materially and adversely affect the interests of the Lenders
        taken as a whole.

       

      
        	
                29.27

              	
                Financial
                  assistance

              


      

      Each
        Obligor shall (and the Company
        shall procure that each member of the Group will), where applicable, comply
        in
        all respects with Sections 151 to 158 of the United Kingdom Companies Act
        1985
        and any equivalent legislation in other jurisdictions including in relation
        to
        the execution of the Transaction Security Documents and payment of amounts
        due
        under this Agreement.

       

      
        	
                29.28

              	
                Treasury
                  Transactions

              


      

      
        	
                (a)

              	
                No
                  Obligor shall (and the Company
                  will procure that no members of the Group will) enter into any
                  Treasury
                  Transaction, other than:

              


      

       

      
        	 	
                (i)

              	
                the
                  hedging transactions contemplated by the Hedging Letter and documented
                  by
                  the Hedging Agreements;

              


      

       

      
        	 	
                (ii)

              	
                spot
                  and forward delivery foreign exchange contracts entered into in
                  the
                  ordinary course of business and not for speculative
                  purposes;

              


      

       

      
        	 	
                (iii)

              	
                any
                  Treasury Transaction that the Group elects to enter into in respect
                  of the
                  euro denominated portions of the Facilities
                  and/or euro denominated portions of the Mezzanine Facility;
                  and

              


      

       

      
        	 	
                (iv)

              	
                any
                  Treasury Transaction entered into for the hedging of actual or
                  projected
                  real exposures arising in the ordinary course of trading activities
                  of a
                  member of the Group and not for speculative
                  purposes.

              


      

       

      
        	
                (b)

              	
                The
                  Company
                  shall ensure that all currency and interest rate hedging arrangements
                  contemplated by the Hedging Letter are implemented in accordance
                  with the
                  terms of the Hedging Letter and that such arrangements are not
                  terminated,
                  varied or cancelled without the consent of the Facility Agent (acting
                  on
                  the instructions of the Majority Lenders), save (in the case of
                  arrangements documented by the Hedging Agreements) as permitted
                  by the
                  Intercreditor Agreement.

              


      

       

      
        
          
          

        

        
          152

          
            

          

        

        
          
          

        

      

       

      
        	
                29.29

              	
                Cash
                  Management

              


      

      
        	
                (a)

              	
                After
                  the Clean-Up Date
                  in
                  respect of the Acquisition, and subject to paragraph (b) below,
                  each
                  Obligor will use reasonable endeavours to ensure that it shall
                  not, and
                  none of its Subsidiaries will, at any time, hold cash in excess
                  of
                  $30,000,000 (or its equivalent) in aggregate among all Obligors
                  with any
                  bank which is not an Approved Bank for more than 3
                  months.

              


      

       

      
        	
                (b)

              	
                No
                  Obligor shall be obliged at any time to procure that any Subsidiary
                  transfers any cash under paragraph
                  (a):

              


      

       

      
        	 	
                (i)

              	
                at
                  a time when to do so would cause the Obligor or the Subsidiary
                  (despite
                  that person using all reasonable endeavours to avoid the relevant
                  Tax
                  liability) to incur a material Tax liability or to otherwise incur
                  any
                  material cost or expense;

              


      

       

      
        	 	
                (ii)

              	
                if
                  (despite that person using all reasonable efforts to avoid the
                  breach or
                  result) to do so would breach:

              


      

       

      
        	 	
                (A)

              	
                any
                  applicable law or agreement or result in personal liability for
                  the
                  Obligor or the Subsidiary or any of such person's directors or
                  management;
                  or

              


      

       

      
        	 	
                (B)

              	
                any
                  directors or fiduciary duties or any regulatory requirements applicable
                  to
                  or agreement binding on the Obligor or the
                  Subsidiary;

              


      

       

      
        	 	
                (iii)

              	
                if
                  it involves a Subsidiary in which there is a minority
                  interest;
                  or

              


      

       

      
        	 	
                (iv)

              	
                if
                  it involves an amount which is less than $1,000,000 (or its equivalent)
                  for each such Subsidiary. 

              


      

       

      
        	
                29.30

              	
                Information

              


      

      Each
        Obligor shall (and the Company
        shall procure that each member of the Group will) ensure that any other
        information provided to the Finance Parties (other than as contained in the
        Information Memorandum and the Reports) is (to the best of its knowledge
        and
        belief having made due and careful enquiries) true and accurate in all material
        respects as at the time such information was provided.

       

      
        	
                29.31

              	
                Auditors

              


      

      No
        Obligor will change its (and the Parent will not change the Group's) auditors
        save to any one of the Big Four Accountants.

       

      
        	
                29.32

              	
                Guarantors

              


      

      The
        Company shall ensure that any member of the Group which is a Material Company
        shall, subject to the Security Principles, become an Additional Guarantor
        within
        20 Business Days of delivery of the Compliance Certificate for the Annual
        Financial Statements or 20 Business Days of its acquisition, as the case
        may be
        in accordance with the terms hereof provided
        that
        there
        will be a grace period of 30 Business Days where such Material Company is
        incorporated in a jurisdiction in which no existing Obligor is
        incorporated.

       

      The
        Company shall ensure that:

       

      
        	 	
                (i)

              	
                on
                  the date falling 90 days after Closing;
                  and

              


      

       

      
        
          
          

        

        
          153

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                as
                  at the end of each Financial Year (beginning with the Financial
                  Year ended
                  30 June 2009),

              


      

       

      the
        aggregate of the earnings before interest, tax, depreciation and amortisation
        (calculated on the same basis as Consolidated EBITDA, mutatis
        mutandis)
        and
        Gross Assets (as applicable) of the Guarantors (taking each entity on an
        unconsolidated basis and excluding all intra-group items) is no less than
        80 per
        cent. of the Consolidated EBITDA and Gross Assets (as applicable) of the
        Group
        (the "Guarantor
        Coverage").

       

      For
        the
        purposes of paragraph (i) above, Guarantor Coverage shall be determined by
        reference to (for the first test) the consolidated annual accounts of the
        Group
        for the financial year ending 30 June 2008 and (for each test
        thereafter) the most recent Annual Financial Statements (or other financial
        statements agreed between the Company and the Facility Agent).

       

      
        	
                (b)

              	
                The
                  earnings before interest, tax, depreciation and amortisation (calculated
                  on the same basis as Consolidated EBITDA, mutatis
                  mutandis)
                  and Gross Assets (as applicable) of each of Orbis and Jungo and
                  their
                  respective Subsidiaries shall not be included in the Consolidated
                  EBITDA
                  and Gross Assets (as applicable) of the Group for the calculation
                  of the
                  Guarantor Coverage.

              


      

       

      
        	
                (c)

              	
                In
                  respect of Orbis or Jungo or any of their respective Subsidiaries,
                  if on
                  the date falling 24 Months after
                  Closing:

              


      

       

      
        	 	
                (i)

              	
                it
                  is still a wholly-owned member of the Group;
                  and

              


      

       

      
        	 	
                (ii)

              	
                according
                  to the Group's most recent Annual Financial Statements, it has
                  EBITDA
                  and/or Gross Assets on an unconsolidated basis representing 10
                  per cent. or more of the Consolidated EBITDA or Gross Assets (as
                  applicable) of the Group,

              


      

       

      it
        shall
        accede as a Guarantor and security over its shares shall be granted in favour
        of
        the Lenders
        (but it
        shall not be required to grant Security itself) provided
        that
        if the
        Company delivers a certificate to the Facility Agent no later than 3 Business
        Day's prior to the date falling 24 Months after Closing (such date being
        the
        "Notice
        Date")
        that
        there is a planned initial public offering of the shares in or disposal of,
        Orbis or Jungo or any of their Subsidiaries, the relevant company will not
        be
        required to accede as a Guarantor and no security over its shares will be
        required unless and until it is a wholly-owned member of the Group on the
        date
        falling 6 Months after the Notice Date.

       

      
        	
                29.33

              	
                Consent
                  to Scheme of Arrangement and Capital
                  Reduction

              


      

      The
        Lenders (as creditors of the Company) hereby give their consent to the Scheme
        as
        envisaged in the Scheme Documents and the Capital Reduction as detailed in
        the
        Structure Memorandum. 

       

      
        	
                29.34

              	
                Takeover
                  undertakings

              


      

      The
        Company shall (and from the date on which it becomes an Additional Obligor,
        the
        Parent will):

       

      
        	 	
                (a)

              	
                comply
                  in all material respects with all laws and regulations relevant
                  in the
                  context of the Scheme;

              


      

       

      
        
          
          

        

        
          154

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                not
                  without the consent of the Facility Agent (acting on the instructions
                  of
                  the Majority Lenders) agree to amend, waive, revise, withdraw or
                  agree to
                  decide not to enforce in whole or in part any material term or
                  material
                  condition (including,
                  without limitation, the conditions relating to competition clearances
                  by
                  the European Commission and pursuant to the Israeli Restrictive
                  Business
                  Practices Law 5748-1988 listed in Conditions 7 and 8 of Appendix
                  I
                  (Conditions) to the Press Release) of the Scheme where its agreement
                  is
                  required for such amendment, waiver, revision, withdrawal or decision
                  unless:

              


      

       

      
        	 	
                (i)

              	
                by
                  failing to so amend, waive, revise, withdraw or agree not to enforce
                  any
                  such term or condition the Company or the Parent would be entitled
                  not to
                  proceed with the Scheme;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Panel does not or would not (in each case were it to exercise jurisdiction
                  over the Company) consent to the Company or the Parent not proceeding
                  with
                  the Scheme;

              


      

       

      
        	 	
                (iii)

              	
                it
                  is to increase the purchase price in accordance with paragraph (e)
                  below; or

              


      

       

      
        	 	
                (iv)

              	
                in
                  the case of any material term, it does not materially and adversely
                  affect
                  the interests of the Lenders;

              


      

       

      
        	 	
                (c)

              	
                keep
                  the Facility Agent reasonably informed as to the progress of the
                  Scheme
                  and any material developments in relation to the
                  Scheme;

              


      

       

      
        	 	
                (d)

              	
                promptly
                  supply to the Facility Agent copies of all documents, notices or
                  announcements received or issued by it in relation to the Scheme
                  which it
                  is permitted to make available to the Facility Agent following
                  its
                  reasonable request for such
                  information;

              


      

       

      
        	 	
                (e)

              	
                except
                  with the prior written consent of the Facility Agent (acting on
                  the
                  instructions of the Majority Lenders) or if the excess is funded
                  by way of
                  Parent
                  New Equity or Parent Subordinated Debt, not increase and ensure
                  that there
                  is no increase in the purchase price payable per share in the Parent
                  above
                  that agreed between the Arrangers and the
                  Parent;

              


      

       

      
        	 	
                (f)

              	
                unless
                  required by any law or regulation (including in respect of the
                  Panel, were
                  it to exercise jurisdiction over the Company), the Company must
                  not make
                  any statement or announcement (other than the Press Release, the
                  Scheme
                  Documents or any required filings by the Parent with the Securities
                  and
                  Exchange Commission in respect of the Transaction) containing any
                  information or statement concerning the Finance Documents or Finance
                  Parties without the prior approval of the Facility Agent (acting
                  on the
                  instructions of the Majority Lenders) (such consent not to be unreasonably
                  withheld or delayed);

              


      

       

      
        	 	
                (g)

              	
                ensure
                  that the Parent has been re-registered as a private company prior
                  to
                  Closing;

              


      

       

      
        	 	
                (h)

              	
                deliver
                  evidence that the Second Court Order has been granted and delivered
                  for
                  registration to the Registrar of Companies within 15 Business Days
                  of
                  Closing; and

              


      

       

      
        	 	
                (i)

              	
                ensure
                  that the Scheme Documents contain all the material terms of the
                  Scheme.

              


      

       

      
        
          
          

        

        
          155

          
            

          

        

        
          
          

        

      

       

      
        	
                29.35

              	
                Further
                  assurance

              


      

      
        	 	
                (a)

              	
                Each
                  Obligor shall (and the Company shall procure that each member of
                  the Group
                  will) promptly do all such acts or execute all such documents (including
                  assignments, transfers, mortgages, charges, notices and instructions)
                  as
                  the Security Agent may reasonably specify (and in such form as
                  the
                  Security Agent may reasonably require in favour of the Security
                  Agent or
                  its nominee(s)); 

              


      

       

      
        	 	
                (i)

              	
                subject
                  to the Security Principles, to perfect within the time frames set
                  out
                  therein the Security created or intended to be created under or
                  evidenced
                  by the Transaction Security Documents (which may include the execution
                  of
                  a mortgage, charge, assignment or other Security over all or any
                  of the
                  assets which are, or are intended to be, the subject of the Transaction
                  Security); 

              


      

       

      
        	 	
                (ii)

              	
                for
                  the exercise of any rights, powers and remedies of the Security
                  Agent or
                  the Finance Parties provided by or pursuant to the Finance Documents
                  or by
                  law at the times provided; and/or

              


      

       

      
        	 	
                (iii)

              	
                following
                  the occurrence of a Declared Default to facilitate the realisation
                  of the
                  assets which are, or are intended to be, the subject of Security
                  under the
                  Transaction Security Documents.

              


      

       

      
        	 	
                (b)

              	
                Subject
                  to the Security Principles, if any Obligor which has entered into
                  one or
                  more Transaction Security Documents acquires a material asset (including
                  any right, account, investment or otherwise) which is either not
                  subject
                  to that Transaction Security Document, or in relation to which
                  a
                  perfection requirement or other step must be taken in relation
                  to that
                  asset in connection with an existing Security Document, that Obligor
                  shall
                  (in all cases subject to the Security Principles) ensure that a
                  Transaction Security Document is entered into, or as required by
                  the
                  applicable Transaction Security Document that a similar perfection
                  requirement or other step is taken, in each case, in connection
                  with that
                  asset.

              


      

       

      
        	
                29.36

              	
                Conditions
                  subsequent

              


      

      
        	
                (a)

              	
                For
                  each Guarantor listed in paragraph 5
                  of
                  Schedule
                  13
                  (Security
                  Principles),
                  the Vendor Loan Note Holder and the VLN Security Trustee, the Company
                  shall provide as soon as practicable after Closing and in any event
                  within
                  90 days of Closing the documents set out in Part II of Schedule
                  2
                  (Conditions
                  precedent and conditions subsequent)
                  each in form and substance satisfactory to the Facility Agent (acting
                  reasonably), to the extent not already so delivered and provided
                  that such
                  documents may be delivered within 180 days of Closing with respect
                  to NDS
                  Holdings B.V. (to the extent it has not been wound up).
                  

              


      

       

      
        	
                (b)

              	
                Subject
                  to the proviso in paragraph (a) above in respect of Transaction
                  Security
                  to be granted by NDS Holdings B.V. or over its shares, the Company
                  shall
                  procure that, subject to the Security Principles, the Transaction
                  Security
                  Documents by which the Transaction Security is granted over the
                  asset
                  classes of the relevant Guarantors, the Vendor Loan Note Holder
                  and the
                  VLN Security Trustee, set out in Part II of Schedule 2 (Conditions
                  precedent and conditions subsequent)
                  together with any other Transaction Security Documents or other
                  documents
                  requested by the Facility Agent in accordance with the Security
                  Principles, are delivered to the Facility Agent (in form and substance
                  satisfactory to the Facility Agent, acting reasonably) as soon
                  as
                  reasonably practicable and in any event within 90 days of Closing
                  (unless
                  such delivery is either waived or the time of delivery extended
                  by the
                  Facility Agent (acting on the instructions of the Majority Lenders,
                  acting
                  reasonably except in the case of delivery of any of the Transaction
                  Security Documents, where the Facility Agent shall act on the instructions
                  of the Super Majority Lenders)). 

              


      

       

      
        
          
          

        

        
          156

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)

              	
                If
                  NDS Holdings B.V. is wound up within such period, the Company shall
                  provide within 180 days of Closing a share pledge over all of the
                  shares
                  in NDS Sweden AB (and any documents agreed to be provided thereunder)
                  together with legal opinions as to capacity and enforceability
                  and related
                  corporate authorisations (including a director's certificate),
                  each in
                  form and substance satisfactory to the Facility Agent (acting
                  reasonably).

              


      

       

      
        	
                (d)

              	
                The
                  Company shall provide within two Business Days of the Scheme Date
                  executed
                  versions of the following documents in the form delivered pursuant
                  to Part
                  I of Schedule 2 (Conditions
                  Precedent and Conditions Subsequent)
                  (save, in the case of any legal opinion, with any amendments necessary
                  to
                  reflect any change in law since the date on which the legal opinion
                  was
                  previously delivered) or in such other form and substance satisfactory
                  to
                  the Facility Agent (acting
                  reasonably):

              


      

       

      
        	 	
                (i)

              	
                Vendor
                  Party Accession Undertaking (as that term is defined in the Intercreditor
                  Agreement) executed by the Vendor Loan Note Holder (in its capacity
                  as
                  such);

              


      

       

      
        	 	
                (ii)

              	
                Vendor
                  Party Accession Undertaking (as that term is defined in the Intercreditor
                  Agreement) executed by the VLN Security Trustee (in its capacity
                  as
                  such);

              


      

       

      
        	 	
                (iii)

              	
                an
                  English law assignment by way of security granted by the Vendor
                  Loan Note
                  Holder and the VLN Security Trustee in favour of the Security Agent
                  in
                  respect of all their respective rights, title, interest and benefit
                  under
                  the Vendor Loan Notes, Vendor Loan Note Instrument and VLN
                  Debentures;

              


      

       

      
        	 	
                (iv)

              	
                the
                  Vendor Documents other than the VLN Pledges (in the case of the
                  VLN
                  Debentures, each dated on a date after the debentures listed in
                  paragraph
                  3(b)(i) of Part I of Schedule 2 (Conditions
                  Precedent and Conditions Subsequent);

              


      

       

      
        	 	
                (v)

              	
                a
                  certificate as to the existence and good standing (including verification
                  of tax status, if available) of the Vendor Loan Note Holder from
                  the
                  appropriate governmental authorities in the Vendor Loan Note Holder's
                  jurisdiction of organisation and in each other jurisdiction where
                  the
                  Vendor Loan Note Holder is qualified to do business (if any) and
                  where the
                  failure to be so qualified would have a Material Adverse Effect
                  on the
                  Vendor Loan Note Holder;

              


      

       

      
        	 	
                (vi)

              	
                a
                  certificate of an authorised signatory of the Vendor Loan Note
                  Holder
                  certifying that each copy document relating to it specified in
                  this
                  paragraph (d) of Clause 29.36 (Conditions
                  Subsequent)
                  and Part I of Schedule 2 (Conditions
                  Precedent and Conditions Subsequent)
                  are correct, complete and in full force and effect and have not
                  been
                  amended or superseded and there has not been any breach of guaranteeing
                  or
                  borrowing restrictions as at the date of the
                  Certificate;

              


      

       

      
        
          
          

        

        
          157

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (vii)

              	
                a
                  legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP, special US
                  counsel to the Vendor Loan Note Holder and the VLN Security Trustee,
                  with
                  respect to their respective capacity to enter into the Finance
                  Documents
                  to which each is party; and 

              


      

       

      
        	 	
                (viii)

              	
                a
                  legal opinion from Linklaters LLP as the legal advisers to the
                  Facility
                  Agent relating to the Finance Documents to which the Vendor Loan
                  Note
                  Holder and the VLN Security Trustee are
                  party.

              


      

       

      
        	
                29.37

              	
                Baskets

              


      

      
        	
                (a)

              	
                If
                  in any Financial Year of the Parent (the "Original
                  Financial Year")
                  the aggregate amount of the annual basket contained in paragraph
                  (g)(iv)
                  of the definition of Permitted Acquisition or paragraph (t) of
                  the
                  definition of Permitted Disposal originally applied, committed
                  to be
                  applied or designated by the board of directors to be applied in
                  that
                  Financial Year is less than the basket originally available for
                  that
                  Financial Year (the difference being referred to as the "Available
                  Amount"),
                  then the maximum basket for the immediately following Financial
                  Year (the
                  "Carry
                  Forward Year")
                  shall be increased by an amount equal to the Available Amount provided
                  that
                  the original basket shall be used first and if the Available Amount
                  is not
                  used for the relevant basket in that Carry Forward Year, it shall
                  cease to
                  be available. In any Carry Forward Year, the original amount of
                  that
                  basket shall be treated as having been applied before any Available
                  Amount
                  carried forward into such Carry Forward Year. The basket for the
                  next
                  Financial Year may be carried back to the current Financial Year
                  with a
                  corresponding reduction for the next following Financial Year provided
                  that
                  in
                  respect of the annual basket relating to paragraph (g) (iv) of
                  Permitted
                  Acquisition, only 50 per cent. of the basket may be carried back.
                  

              


      

       

      
        	
                29.38

              	
                Anti-Terrorism
                  Laws

              


      

      
        	
              	(a)	
                No
                  Obligor shall engage in any transaction that violates any of the
                  applicable prohibitions set forth in any Anti-Terrorism
                  Law.

              


      

       

      
        	
              	(b)	
                None
                  of the funds or assets of such Obligor that are used to repay the
                  Facilities shall constitute property of, or shall be beneficially
                  owned
                  directly or indirectly by, any Designated Person and (b) no Designated
                  Person shall have any direct or indirect interest in such Obligor
                  that
                  would constitute a violation of any Anti-Terrorism
                  Laws.

              


      

       

      
        	
              	(c)	
                No
                  Obligor shall, and each Obligor shall procure that none of its
                  Subsidiaries will, fund all or part of any payment under this Agreement
                  out of proceeds derived from transactions that violate the prohibitions
                  set forth in any Anti-Terrorism
                  Law.

              


      

       

      
        	
                29.39

              	
                US
                  Regulation

              


      

      Each
        Obligor shall ensure that it will not, by act or omission, become subject
        to
        regulation under any of the laws or regulations:

       

      
        	 	
                (a)

              	
                applicable
                  to a "public utility" within the meaning of, or subject to regulation
                  under, the United States Federal Power Act of 1920 (16 USC §§791
                  et seq.); and

              


      

       

      
        	 	
                (b)

              	
                applicable
                  to an "investment company" or a company "controlled" by an "investment
                  company" within the meaning of the United States Investment Company
                  Act of
                  1940 (15 USC. §§
                  80a-1 et seq.) or subject to regulation under any United States
                  federal or
                  state law or regulation that limits its ability to incur or guarantee
                  indebtedness.

              


      

      
         

        
          
            
            

          

          
            158

            
              

            

          

          
            
            

          

           

        

      

      
        	
                29.40

              	
                Margin
                  Regulations

              


      

      
        	
              	(a)	
                Each
                  US Obligor shall (and the Company shall ensure that each US Obligor
                  shall)
                  use the proceeds of the Loans without violating Regulation U or
                  X or any
                  applicable US federal or state laws or
                  regulations.

              


      

       

      
        	
              	(b)	
                If
                  requested by the Facility Agent, each US Borrower shall furnish
                  to the
                  Facility Agent a statement in conformity with the requirements
                  of FR Form
                  U-1 referred to in Regulation U.

              


      

       

      
        	
                29.41

              	
                ERISA

              


      

      Each
        Obligor shall:

       

      
        	
              	(a)	
                ensure
                  that neither it nor any ERISA Affiliate engages in a complete or
                  partial
                  withdrawal, within the meaning of Sections 4203 and 4205 of ERISA,
                  from
                  any Multiemployer Plan without the prior consent of the Majority
                  Lenders;

              


      

       

      
        	
              	(b)	
                ensure
                  that any material liability imposed on it or any ERISA Affiliate
                  pursuant
                  to Title IV of ERISA is paid and discharged when
                  due;

              


      

       

      
        	
              	(c)	
                ensure
                  that neither it nor any ERISA Affiliate adopts an amendment to
                  an Employee
                  Plan requiring the provision of security under ERISA or the Internal
                  Revenue Code without the prior consent of the Majority Lenders;
                  and

              


      

       

      
        	
              	(d)	
                ensure
                  that no Employee Plan is terminated under Section 4041 of
                  ERISA.

              


      

       

      
        	
                29.42

              	
                Intercompany
                  Loan

              


      

      The
        Company shall procure that the loan made by the Parent to NDS Limited (in
        the
        amount of $327,000,000), as disclosed to the Facility Agent prior to the
        date of
        this Agreement, is cancelled in full prior to Closing.

       

      
        	
                29.43

              	
                Parent
                  company guarantees, indemnities and
                  counter-indemnities

              


      

      Where
        any
        third-party requests a parent company guarantee, indemnity or counter-indemnity
        after the date of this Agreement the Parent shall use reasonable endeavours
        to
        procure that that guarantee, indemnity or counter-indemnity is granted by
        the
        Company and not by the Parent.

       

      
        	
                29.44

              	
                Redundant
                  Security

              


      

      Each
        Obligor shall (and the Company
        shall procure that each member of the Group will) use reasonable endeavours
        to
        discharge and release any Security which does not secure any outstanding
        actual
        or contingent obligation promptly upon becoming aware of the same.

       

      
        	
                30.

              	
                
                  EVENTS
                    OF DEFAULT

                

              


      

       

      Each
        of
        the events or circumstances set out in this
        Clause 30
        is an
        Event of Default.

       

      
        	
                30.1

              	
                Non-payment

              


      

      An
        Obligor does not pay on the due date any amount payable pursuant to a Finance
        Document at the place at and in the currency in which it is expressed to
        be
        payable unless:

       

      
        	 	
                (a)

              	
                if
                  failure to pay is caused by an administrative or technical error
                  in the
                  case of principal and interest, payment is made within three Business
                  Days
                  of its due date; and

              


      

      
         

        
          
            
            

          

          
            159

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (b)

              	
                in
                  the case of any other amount, payment is made within five Business
                  Days of
                  its due date.

              


      

       

      
        	
                30.2

              	
                Financial
                  covenants

              


      

      Subject
        to paragraph (e) of Clause 1.2
        (Construction),
        any
        requirement of Clause 28
        (Financial
        Covenants)
        is not
        satisfied.

       

      
        	
                30.3

              	
                Other
                  obligations

              


      

      
        	
                (a)

              	
                An
                  Obligor or
                  the Vendor Loan Note Holder or the VLN Security Trustee does not
                  comply
                  with any provision of the Finance Documents (other than those referred
                  to
                  in Clause 30.1
                  (Non-payment)
                  and Clause 30.2
                  (Financial
                  covenants)).

              


      

       

      
        	
                (b)

              	
                No
                  Event of Default under paragraph (a) above (other than with respect
                  to
                  non-compliance with Clause 29.36
                  (Conditions
                  subsequent))
                  will occur if the failure to comply is capable of remedy and is
                  remedied
                  within 20 Business Days of the earlier of the Facility Agent giving
                  written notice to the Company or the Company becoming aware of
                  the failure
                  to comply.

              


      

       

      
        	
                30.4

              	
                Misrepresentation

              


      

      
        	
                (a)

              	
                Any
                  representation or statement made or deemed to be made by an Obligor
                  or
                  the Vendor Loan Note Holder or the VLN Security Trustee in the
                  Finance
                  Documents or any other document delivered by or on behalf of any
                  Obligor
                  under or in connection with any Finance Document is or proves to
                  have been
                  incorrect or misleading when made or deemed to be
                  made.

              


      

       

      
        	
                (b)

              	
                No
                  Event of Default under paragraph (a) above will occur if the failure
                  to
                  comply is capable of remedy and is remedied within 20 Business
                  Days of the
                  earlier of the Facility Agent giving written notice to the Company
                  or the
                  Company becoming aware of the failure to
                  comply.

              


      

       

      
        	
                30.5

              	
                Cross
                  default

              


      

      
        	
                (a)

              	
                Any
                  Financial Indebtedness of any member of the Group is not paid when
                  due nor
                  within any originally applicable grace
                  period.

              


      

       

      
        	
                (b)

              	
                Any
                  Financial Indebtedness of any member of the Group is declared to
                  be or
                  otherwise becomes due and payable prior to its specified maturity
                  as a
                  result of an event of default (however
                  described).

              


      

       

      
        	
                (c)

              	
                Any
                  commitment for any Financial Indebtedness of any member of the
                  Group is
                  cancelled or suspended by a creditor of any member of the Group
                  as a
                  result of an event of default (however
                  described).

              


      

       

      
        	
                (d)

              	
                Any
                  creditor of any member of the Group becomes entitled to declare
                  any
                  Financial Indebtedness of any member of the Group due and payable
                  prior to
                  its specified maturity as a result of an event of default (however
                  described).

              


      

       

      
        	
                (e)

              	
                No
                  Event of Default will occur under this Clause 30.5
                  if
                  the aggregate amount of Financial Indebtedness or commitment for
                  Financial
                  Indebtedness falling within paragraphs (a) to (d) above is less
                  than
                  $10,000,000 (or its equivalent).

              


      

       

      For
        the
        purpose of this Clause 30.5
        (Cross
        default)
        Financial Indebtedness shall not include Financial Indebtedness incurred
        under
        the Company Subordinated Debt, the Parent Subordinated Debt, any loans made
        by
        one member of the Group to another member of the Group, any Financial
        Indebtedness supported by a Letter of Credit issued under the Revolving Facility
        or by a similar instrument issued pursuant to an Ancillary Facility or Fronted
        Ancillary Facility and, prior to the VLN Long-stop Date, the Vendor
        Documents.

      
         

        
          
            
            

          

          
            160

            
              

            

          

          
            
            

          

        

      

       

      
        	
                30.6

              	
                Insolvency

              


      

      A
        Material Company is unable to pay (but not deemed unable to pay pursuant
        to any
        applicable law)
        or
        admits its inability to pay its debts as they fall due (including cessation
        des paiements
        within
        the meaning of the French Code
        de Commerce
        (Commercial Code)), suspends or threatens to suspend making payments on any
        of
        its debts or, by reason of actual or anticipated financial difficulties,
        commences negotiations with one or more of its creditors with a view to a
        general rescheduling of any of its indebtedness.

       

      
        	
                30.7

              	
                Insolvency
                  proceedings

              


      

      
        	
                (a)

              	
                Any
                  corporate
                  action, legal proceedings or other formal procedure or formal step
                  is
                  taken in relation to:

              


      

       

      
        	 	
                (i)

              	
                the
                  suspension of payments
                  (including emergency regulations (noodregeling)),
                  a moratorium of any indebtedness, winding-up, dissolution, administration
                  or reorganisation (by way of voluntary arrangement, scheme of arrangement
                  or otherwise) of any Material Company other than a solvent liquidation
                  or
                  reorganisation of any member of the Group which does not materially
                  and
                  adversely affect the interests of the
                  Lenders;

              


      

       

      
        	 	
                (ii)

              	
                a
                  composition or assignment or arrangement or compromise (whether
                  court
                  approved or otherwise) with any creditor of any Material Company
                  for
                  reasons of financial difficulty of the Material
                  Company;

              


      

       

      
        	 	
                (iii)

              	
                the
                  appointment of a liquidator (other than in respect of a solvent
                  liquidation of a member of the Group which is not an Obligor),
                  receiver,
                  administrative receiver, interim receiver, administrator, compulsory
                  manager or other similar officer in respect of any Material Company
                  or any
                  of its assets; or

              


      

       

      
        	 	
                (iv)

              	
                any
                  analogous procedure or step is taken in any
                  jurisdiction.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above
                  shall not apply to:

              


      

       

      
        	 	
                (i)

              	
                any
                  proceedings which are contested in good faith and discharged, stayed
                  or
                  dismissed within 20 Business Days of commencement;
                  or

              


      

       

      
        	 	
                (ii)

              	
                any
                  step or procedure contemplated by paragraph (b) of the definition
                  of
                  Permitted Transaction.

              


      

       

      
        	
                (c)

              	
                Any
                  US Obligor:

              


      

       

      
        	 	
                (i)

              	
                applies
                  for, or consents to, the appointment of, or the taking of possession
                  by, a
                  receiver, custodian, trustee, examiner or liquidator of itself
                  or of all
                  or a substantial part of its
                  property;

              


      

       

      
        	 	
                (ii)

              	
                makes
                  a general assignment for the benefit of its
                  creditors;

              


      

       

      
        	 	
                (iii)

              	
                commences
                  a voluntary case under US Bankruptcy
                  Law;

              


      

      
         

        
          
            
            

          

          
            161

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (iv)

              	
                files
                  a petition with respect to itself seeking to take advantage of
                  any other
                  law relating to bankruptcy, insolvency, reorganisation, liquidation,
                  dissolution, arrangement or winding up, or composition or readjustment
                  of
                  debts; 

              


      

       

      
        	 	
                (v)

              	
                takes
                  any corporate action for the purpose of effecting any of the foregoing
                  with respect to itself; 

              


      

       

      
        	 	
                (vi)

              	
                is
                  unable or admits inability to pay its debts as they fall due, suspends
                  making payments on any of its debts or, by reason of actual or
                  anticipated
                  financial difficulties; or

              


      

       

      
        	 	
                (vii)

              	
                is
                  the subject of involuntary proceedings under US Bankruptcy Law
                  which have
                  not been contested and discharged, stayed or dismissed within 20
                  Business
                  Days of commencement.

              


      

       

      
        	
                (d)

              	
                Paragraph
                  (c) above shall not apply to any step or procedure contemplated
                  by
                  paragraph (b) of the definition of Permitted
                  Transaction.

              


      

       

      
        	
                30.8

              	
                Creditors'
                  process

              


      

      Any
        expropriation, attachment, sequestration, distress or execution or any analogous
        process in any jurisdiction affects any asset or assets of a Material Company
        exceeding an aggregate value of $10,000,000 (or its equivalent) unless such
        process is either being contested in good faith and/or shown as frivolous
        or
        vexatious and is discharged within 20 Business Days after
        commencement.

       

      
        	
                30.9

              	
                Unlawfulness
                  and invalidity

              


      

      
        	
                (a)

              	
                It
                  is or becomes unlawful for an Obligor or
                  the Vendor Loan Note Holder or the VLN Security Trustee to perform
                  any of
                  its material obligations under the Finance Documents or any Transaction
                  Security created or expressed to be created or evidenced by the
                  Transaction Security Documents ceases to be effective and this
                  individually or cumulatively materially and adversely affects the
                  interests of the Lenders taken as a whole under the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                Any
                  material obligation or obligations of any Obligor or the Vendor
                  Loan Note
                  Holder or the VLN Security Trustee under any Finance Documents
                  are not
                  (subject to the Reservations and Perfection Requirements) or cease
                  to be
                  legal, valid, binding or enforceable and the cessation individually
                  or
                  cumulatively materially and adversely effects the interests of
                  the Lenders
                  taken as a whole under the Finance
                  Documents.

              


      

       

      
        	
                (c)

              	
                No
                  Event of Default under paragraphs (a) and (b) above will occur
                  if the
                  issue is capable of being remedied and is remedied within 20 Business
                  Days
                  of the earlier of the Company becoming aware of the issue or being
                  given
                  written notice of the issue by the Facility
                  Agent.

              


      

       

      
        	
                30.10

              	
                Intercreditor
                  Agreement

              


      

      
        	
                (a)

              	
                Any
                  party (other than a Finance Party,
                  as defined in this Agreement and the Mezzanine Facility Agreement)
                  fails
                  to comply with the provisions of, or does not perform its obligations
                  under, the Intercreditor Agreement;
                  or

              


      

       

      
        	
                (b)

              	
                a
                  representation or warranty given by that party in the Intercreditor
                  Agreement is incorrect in any material
                  respect,

              


      

      
         

        
          
            
            

          

          
            162

            
              

            

          

          
            
            

          

        

      

       

      and,
        if
        the non-compliance or circumstances giving rise to the misrepresentation
        are
        capable of remedy, it is not remedied within 20 Business Days of the earlier
        of
        the Facility Agent giving written notice to that party or that party becoming
        aware of the non-compliance or misrepresentation.

       

      
        	
                30.11

              	
                Cessation
                  of business

              


      

      The
        Group
        taken as a whole suspends or ceases to carry on (or threatens to suspend
        or
        cease to carry on) all or a material part of its business.

       

      
        	
                30.12

              	
                Audit
                  qualification

              


      

      The
        Auditors of the Group qualify the audited annual consolidated financial
        statements of the Parent in a way which has a Material Adverse
        Effect.

       

      
        	
                30.13

              	
                Repudiation
                  and rescission of
                  agreements

              


      

      An
        Obligor or
        the
        Vendor Loan Note Holder or the VLN Security Trustee rescinds or purports
        to
        rescind or repudiates or purports to repudiate a Finance Document or evidences
        an intention to rescind or repudiate a Finance Document in any way which
        is
        materially adverse to the interest of the Lenders under that Finance Document
        taken as a whole.

       

      
        	
                30.14

              	
                Litigation

              


      

      An
        Obligor is party to any litigation which is reasonably expected to be adversely
        determined (taking into account any bona fide right of appeal of the relevant
        member of the Group, as supported by an opinion from legal counsel acting
        for
        that member of the Group in such litigation), and if so adversely determined,
        would have a Material Adverse Effect.

       

      
        	
                30.15

              	
                Expropriation

              


      

      The
        shares or any material part of the assets of an
        Obligor
        is the subject of a seizure, compulsory acquisition, nationalisation or an
        expropriation having a Material Adverse Effect.

       

      
        	
                30.16

              	
                Judgments

              


      

      An
        Obligor has an unsatisfied judgment against
        it which would have a Material Adverse Effect.

       

      
        	
                30.17

              	
                Material
                  adverse change

              


      

      Any
        event
        or circumstance occurs which has a Material Adverse Effect.

       

      
        	
                30.18

              	
                Scheme
                  not effective

              


      

      The
        Scheme does not become effective on or before the day falling 14 days after
        Closing.

       

      
        	
                30.19

              	
                ERISA

              


      

      Any
        of
        the following events results in the imposition of or granting of security,
        or
        the incurring of a liability or a material risk of incurring a liability,
        which
        in either case, individually and/or in the aggregate, has or could reasonably
        be
        expected to have a Material Adverse Effect:

       

      
        	 	
                (a)

              	
                any
                  ERISA Event occurs or is reasonably expected to
                  occur;

              


      

       

      
        	 	
                (b)

              	
                any
                  Obligor or ERISA Affiliate incurs or is likely to incur a liability
                  to or
                  on account of a Multiemployer Plan as a result of a violation of
                  Section
                  515 of ERISA or under Section 4201, 4204 or 4212(c) of
                  ERISA;

              


      

       

      
        	 	
                (c)

              	
                with
                  respect to any Employee Plan subject to Title IV of ERISA, the
                  present
                  value of the "benefit liabilities" (within the meaning of Section
                  4001(a)(16) of ERISA) under that Employee Plan exceeds the fair
                  market
                  value of the assets of such plan using the actuarial assumptions
                  and
                  methods used by the actuary to that Employee Plan in its most recent
                  valuation of that Employee Plan; or

              


      

      
         

        
          
            
            

          

          
            163

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (d)

              	
                any
                  Obligor or ERISA Affiliate incurs or is likely to incur a liability
                  to or
                  on account of an Employee Plan under Section 409, 502(i) or 502(l)
                  of
                  ERISA or Section 401(a)(29), 4971 or 4975 of the Internal Revenue
                  Code.

              


      

       

      
        	
                30.20

              	
                Ownership
                  of the Company

              


      

      The
        Company is not or ceases to be a direct and wholly-owned Subsidiary of the
        Parent.

       

      
        	
                30.21

              	
                Acceleration

              


      

      
        	
                (a)

              	
                Subject
                  to Clause 4.5
                  (Certain
                  Funds)
                  on and at any time after the occurrence of an Event of Default
                  which is
                  continuing, other than an Event of Default referred to in paragraph
                  (b)
                  below, the Facility Agent may, and shall if so directed by the
                  Majority
                  Lenders, by notice to the Company:

              


      

       

      
        	 	
                (i)

              	
                cancel
                  the Total Commitments and/or Ancillary Commitments and/or Fronted
                  Ancillary Commitments and/or
                  Fronting Ancillary Commitments at which time they shall immediately
                  be
                  cancelled;

              


      

       

      
        	 	
                (ii)

              	
                declare
                  that all or part of the Utilisations, together with accrued interest,
                  and
                  all other amounts accrued or outstanding under the Finance Documents
                  be
                  immediately due and payable, at which time they shall become immediately
                  due and payable;

              


      

       

      
        	 	
                (iii)

              	
                declare
                  that all or part of the Utilisations be payable on demand, at which
                  time
                  they shall immediately become payable on demand by the Facility
                  Agent on
                  the instructions of the Majority
                  Lenders;

              


      

       

      
        	 	
                (iv)

              	
                declare
                  that cash cover in respect of each Letter of Credit is immediately
                  due and
                  payable at which time it shall become immediately due and
                  payable;

              


      

       

      
        	 	
                (v)

              	
                declare
                  that cash cover in respect of each Letter of Credit is payable
                  on demand
                  at which time it shall immediately become due and payable on demand
                  by the
                  Facility Agent on the instructions of the Majority
                  Lenders;

              


      

       

      
        	 	
                (vi)

              	
                declare
                  all or any part of the amounts (or cash cover in relation to those
                  amounts) outstanding under the Ancillary Facilities and/or Fronted
                  Ancillary Facilities to be immediately due and payable at which
                  time they
                  shall become immediately due and
                  payable;

              


      

       

      
        	 	
                (vii)

              	
                declare
                  that all or any part of the amounts (or cash cover in relation
                  to those
                  amounts) outstanding under the Ancillary Facilities and/or Fronted
                  Ancillary Facilities be payable on demand, at which time they shall
                  immediately become payable on demand by the Facility Agent on the
                  instructions of the Majority Lenders;
                  and/or

              


      

       

      
        	 	
                (viii)

              	
                exercise
                  or direct the Security Agent to exercise any or all of its rights,
                  remedies, powers or discretions under the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                If
                  an Event of Default occurs under Clause 30.7 (Insolvency
                  proceedings)
                  in relation to any US Borrower:

              


      

       

      
        	 	
                (i)

              	
                the
                  Total Commitments shall immediately be cancelled; and
                  

              


      

      
         

        
          
            
            

          

          
            164

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (ii)

              	
                all
                  of the Loans, together with accrued interest, and all other amounts
                  accrued under the Finance Documents shall be immediately due and
                  payable;
                  

              


      

       

      
        	 	
                (iii)

              	
                in
                  each case automatically and without any direction, notice, declaration
                  or
                  other act.

              


      

       

      
        	
                30.22

              	
                Clean-Up
                  Period

              


      

      
        	
                (a)

              	
                Notwithstanding
                  any other provision of any Finance Document, any Event of Default
                  constituting a Clean-Up Default shall only apply if it is continuing
                  at
                  any time after the applicable
                  Clean-Up Date.

              


      

       

      
        	
                (b)

              	
                For
                  the avoidance of doubt, no Clean-Up Period shall apply to any Event
                  of
                  Default arising under Clause 29.36
                  (Conditions
                  subsequent).

              


      

       

      
        	
                30.23

              	
                Exchange
                  Rate Fluctuations

              


      

      When
        applying baskets, thresholds and other exceptions to the representations
        and
        warranties, undertakings and Events of Default (but, for the avoidance of
        doubt,
        excluding the financial undertakings in Clause 28
        (Financial
        Covenants))
        under
        this Agreement, the equivalent to an amount in dollars shall be calculated
        as at
        the date of the Group incurring or making the relevant disposal, acquisition,
        investment, lease, loan, debt or guarantee or taking other relevant action.
        No
        Event of Default or breach of any representation and warranty or undertaking
        shall arise merely as a result of a subsequent change in the dollar equivalent
        of any relevant amount due to fluctuations in exchange rates.

      
         

        
          
            
            

          

          
            165

            
              

            

          

          
            
            

          

        

      


      SECTION
        9

       

      CHANGES
        TO PARTIES

       

      
        	
                31.

              	
                
                  CHANGES
                    TO THE LENDERS

                

              


      

       

      
        	
                31.1

              	
                Assignments
                  and transfers by the
                  Lenders

              


      

      Subject
        to this Clause 31,
        a
        Lender (the "Existing
        Lender")
        may:

       

      
        	 	
                (a)

              	
                assign
                  any of its rights; or

              


      

       

      
        	 	
                (b)

              	
                transfer
                  by novation any of its rights and
                  obligations,

              


      

       

      under
        any
        Finance Document to another bank or financial institution or to a trust,
        fund or
        other entity which is regularly engaged in or established for the purpose
        of
        making, purchasing or investing in loans, securities or other financial assets
        (the "New
        Lender").

       

      The
        Facility Agent shall maintain a book-entry transfer register (the "Register")
        solely
        in this capacity as Facility Agent for the Borrowers for the purposes of
        all
        assignments or transfers made pursuant to this Clause 31
        and
        shall provide a copy of the Register to the Company at six monthly intervals
        starting from the date of this Agreement and otherwise as requested by the
        Company.

       

      
        	
                31.2

              	
                Conditions
                  of assignment or transfer

              


      

      
        	
                (a)

              	
                On
                  or before the earlier of Closing and the Syndication Date, the
                  consent of
                  the Company
                  is required for any transfer, assignment or sub-participation (which
                  transfers any discretion with regard to the exercise of voting
                  rights) by
                  an Existing Lender other than a transfer to an entity contained
                  on the
                  list agreed between the Company and the Arranger (the "Agreed
                  List").

              


      

       

      
        	
                (b)

              	
                After
                  Closing, the Company must be consulted before any transfer, assignment
                  or
                  sub-participation (which transfers any discretion with regard to
                  the
                  exercise of voting rights) by an Existing Lender, unless the transfer,
                  assignment or sub-participation is
                  to:

              


      

       

      
        	 	
                (i)

              	
                a
                  Lender selected from the Agreed
                  List;

              


      

       

      
        	 	
                (ii)

              	
                another
                  Lender or an Affiliate of a Lender;
                  or

              


      

       

      
        	 	
                (iii)

              	
                a
                  fund within the same investor group as and under common management
                  with
                  the fund which is the Existing
                  Lender,

              


      

       

      provided
        that,
        if an
        Event of Default is continuing no consultation with the Company shall be
        required.

       

      
        	
                (c)

              	
                The
                  Company
                  must be provided with a copy of each document evidencing any such
                  transfer, assignment or sub-participation promptly after its execution
                  (except in the case of a sub-participation where no discretion
                  with regard
                  to voting rights is transferred).

              


      

       

      
        	
                (d)

              	
                Each
                  assignment or transfer of any Lender's participation shall be in
                  aggregate
                  in a minimum amount of $1,000,000 (or its equivalent) and shall
                  not result
                  in a Lender (together with its Affiliates, or, in respect of funds,
                  funds
                  belonging to the same investor group) participating with an amount
                  of less
                  than $2,000,000 (or its equivalent) in the Commitments or Utilisations
                  made under this Agreement.

              


      

      
         

        
          
            
            

          

          
            166

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (e)

              	
                The
                  consent of the Issuing Bank is required for any assignment or transfer
                  by
                  an Existing Lender of any of its rights and/or obligations under
                  the
                  Revolving Facility.

              


      

       

      
        	
                (f)

              	
                An
                  assignment will only be effective
                  on:

              


      

       

      
        	 	
                (i)

              	
                receipt
                  by the Facility Agent of written confirmation from the New Lender
                  (in form
                  and substance satisfactory to the Facility Agent) that the New
                  Lender will
                  assume the same obligations to the other Finance Parties and the
                  other
                  Secured Parties as it would have been under if it was an Existing
                  Lender;

              


      

       

      
        	 	
                (ii)

              	
                the
                  New Lender entering into the documentation required for it to accede
                  as a
                  party to the Intercreditor Agreement;
                  and

              


      

       

      
        	 	
                (iii)

              	
                the
                  performance by the Facility Agent of all "know your customer" or
                  other
                  checks relating to any person that it is required to carry out
                  in relation
                  to such assignment to a New Lender, the completion of which the
                  Facility
                  Agent shall promptly notify to the Existing Lender and the New
                  Lender.

              


      

       

      
        	
                (g)

              	
                A
                  transfer will only be effective if the New Lender enters into the
                  documentation required for it to accede as a party to the Intercreditor
                  Agreement and if the procedure set out in Clause 31.5
                  (Procedure
                  for transfer)
                  is complied with.

              


      

       

      
        	
                (h)

              	
                If:

              


      

       

      
        	 	
                (i)

              	
                a
                  Lender assigns or transfers any of its rights or obligations under
                  the
                  Finance Documents or changes its Facility Office;
                  and

              


      

       

      
        	 	
                (ii)

              	
                as
                  a result of circumstances existing at the date the assignment,
                  transfer or
                  change occurs, an Obligor would be obliged to make a payment to
                  the New
                  Lender or Lender acting through its new Facility Office under Clause
                  20
                  (Tax
                  gross-up and indemnities)
                  or Clause 21
                  (Increased
                  Costs),

              


      

       

      then
        the
        New Lender or Lender acting through its new Facility Office is only entitled
        to
        receive payment under those Clauses to the same extent as the Existing Lender
        or
        Lender acting through its previous Facility Office would have been if the
        assignment, transfer or change had not occurred.

       

      
        	
                31.3

              	
                Assignment
                  or transfer fee

              


      

      Unless
        the Facility Agent otherwise agrees and excluding an assignment or transfer
        to
        an Affiliate of a Lender or made in connection with primary syndication of
        the
        Facilities, the New Lender shall, on the date upon which an assignment or
        transfer takes effect, pay to the Facility Agent (for its own account) a
        fee of
$2,500.

       

      
        	
                31.4

              	
                Limitation
                  of responsibility of Existing
                  Lenders

              


      

      
        	
                (a)

              	
                Unless
                  expressly agreed to the contrary, an Existing Lender makes no
                  representation or warranty and assumes no responsibility to a New
                  Lender
                  for:

              


      

       

      
        	 	
                (i)

              	
                the
                  legality, validity, effectiveness, adequacy or enforceability of
                  the
                  Transaction Documents, the Transaction Security or any other
                  documents;

              


      

       

      
        	 	
                (ii)

              	
                the
                  financial condition of any Obligor;

              


      

      
         

        
          
            
            

          

          
            167

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (iii)

              	
                the
                  performance and observance by any Obligor or
                  any other member of the Group of its obligations under the Transaction
                  Documents or any other documents;
                  or

              


      

       

      
        	 	
                (iv)

              	
                the
                  accuracy of any statements (whether written or oral) made in or
                  in
                  connection with any Transaction Document or any other
                  document,

              


      

       

      and
        any
        representations or warranties implied by law are excluded.

       

      
        	
                (b)

              	
                Each
                  New Lender confirms to the Existing Lender, the other Finance Parties
                  and
                  the Secured Parties that it:

              


      

       

      
        	 	
                (i)

              	
                has
                  made (and shall continue to make) its own independent investigation
                  and
                  assessment of the financial condition and affairs of each Obligor
                  and its
                  related entities in connection with its participation in this Agreement
                  and has not relied exclusively on any information provided to it
                  by the
                  Existing Lender or any other Finance Party in connection with any
                  Transaction Document or the Transaction Security;
                  and

              


      

       

      
        	 	
                (ii)

              	
                will
                  continue to make its own independent appraisal of the creditworthiness
                  of
                  each Obligor and its related entities whilst any amount is or may
                  be
                  outstanding under the Finance Documents or any Commitment is in
                  force.

              


      

       

      
        	
                (c)

              	
                Nothing
                  in any Finance Document obliges an Existing Lender
                  to:

              


      

       

      
        	 	
                (i)

              	
                accept
                  a re-transfer or re-assignment from a New Lender of any of the
                  rights and
                  obligations assigned or transferred under this Clause 31;
                  or

              


      

       

      
        	 	
                (ii)

              	
                support
                  any losses directly or indirectly incurred by the New Lender by
                  reason of
                  the non-performance by any Obligor of its obligations under the
                  Transaction Documents or otherwise.

              


      

       

      
        	
                31.5

              	
                Procedure
                  for transfer

              


      

      
        	
                (a)

              	
                Subject
                  to the conditions set out in Clause 31.2
                  (Conditions
                  of assignment or transfer)
                  a
                  transfer is effected in accordance with paragraph (c) below when
                  the
                  Facility Agent executes an otherwise duly completed Transfer Certificate
                  and Lender Accession Undertaking delivered to it by the Existing
                  Lender
                  and the New Lender. The Facility Agent shall, subject to paragraph
                  (b)
                  below, as soon as reasonably practicable after receipt by it of
                  a duly
                  completed Transfer Certificate and Lender Accession Undertaking
                  appearing
                  on its face to comply with the terms of this Agreement and delivered
                  in
                  accordance with the terms of this Agreement, execute that Transfer
                  Certificate and Lender Accession
                  Undertaking.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent shall only be obliged to execute a Transfer Certificate
                  and
                  Lender Accession Undertaking delivered to it by the Existing Lender
                  and
                  the New Lender once it is satisfied it has complied with all necessary
                  "know your customer" or similar other checks under all applicable
                  laws and
                  regulations in relation to the transfer to such New
                  Lender.

              


      

       

      
        	
                (c)

              	
                On
                  the Transfer Date:

              


      

       

      
        	 	
                (i)

              	
                to
                  the extent that in the Transfer Certificate and Lender Accession
                  Undertaking the Existing Lender seeks to transfer by novation its
                  rights
                  and obligations under the Finance Documents and in respect of the
                  Transaction Security each of the Obligors and other members of
                  the Group
                  party to any Finance Document or the Transaction Security and the
                  Existing
                  Lender shall be released from further obligations towards one another
                  under the Finance Documents and in respect of the Transaction Security
                  and
                  their respective rights against one another under the Finance Documents
                  and in respect of the Transaction Security shall be cancelled (being
                  the
                  "Discharged
                  Rights and Obligations");

              


      

      
         

        
          
            
            

          

          
            168

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (ii)

              	
                each
                  of the Obligors and other members of the Group party to any Finance
                  Document and the New Lender shall assume obligations towards one
                  another
                  and/or acquire rights against one another which differ from the
                  Discharged
                  Rights and Obligations only insofar as that Obligor or other member
                  of the
                  Group and the New Lender have assumed and/or acquired the same
                  in place of
                  that Obligor and the Existing
                  Lender;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Facility Agent, the Arranger, the Security Agent, the New Lender,
                  the
                  other Lenders, the Issuing Bank and any relevant Ancillary Lender,
                  Fronted
                  Ancillary Lender or Fronting Ancillary Lender shall acquire the
                  same
                  rights and assume the same obligations between themselves and in
                  respect
                  of the Transaction Security as they would have acquired and assumed
                  had
                  the New Lender been an Original Lender with the rights, and/or
                  obligations
                  acquired or assumed by it as a result of the transfer and to that
                  extent
                  the Facility Agent, the Arranger, the Security Agent, the Issuing
                  Bank,
                  and any relevant Ancillary Lender, Fronted Ancillary Lender and
                  Fronting
                  Ancillary Lender and the Existing Lender shall each be released
                  from
                  further obligations to each other under the Finance Documents;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  New Lender shall become a Party as a "Lender".

              


      

       

      
        	
                (d)

              	
                For
                  the avoidance of doubt, the Parties agree that any transfer effected
                  in
                  accordance with this Clause 31 shall constitute a novation within
                  the
                  meaning of Articles 1271 et seq. of the French Code
                  Civil
                  (Civil Code), provided that, notwithstanding any such novation,
                  all the
                  rights (including in relation to Security) of the Secured Parties
                  against
                  the Obligors shall be maintained.

              


      

       

      
        	
                31.6

              	
                Copy
                  of Transfer Certificate and Lender Accession Undertaking to
                  Company

              


      

      The
        Facility Agent shall, as soon as reasonably practicable after it has executed
        a
        Transfer Certificate and Lender Accession Undertaking, send to the Company
        a
        copy of that Transfer Certificate and Lender Accession Undertaking.

       

      
        	
                31.7

              	
                Transfer
                  to Group Company

              


      

      No
        member
        of the Group may buy, purchase, repurchase or defease any amount of any of
        the
        Facilities or otherwise enter into any other arrangements having a similar
        effect including (for the avoidance of doubt) sub-participations, derivative
        arrangements or synthetic arrangements.

       

      
        	
                31.8

              	
                Disclosure
                  of information

              


      

      
        	
                (a)

              	
                Any
                  Lender may disclose to any of its Affiliates and any other
                  person:

              


      

       

      
        	 	
                (i)

              	
                to
                  (or through) whom that Lender assigns or transfers (or may potentially
                  assign or transfer) all or any of its rights and obligations under
                  the
                  Finance Documents;

              


      

       

      
        	 	
                (ii)

              	
                with
                  (or through) whom that Lender enters into (or may potentially enter
                  into)
                  any sub-participation in relation to, or any other transaction
                  under which
                  payments are to be made by reference to, the Finance Documents
                  or any
                  Obligor;

              


      

      
         

        
          
            
            

          

          
            169

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (iii)

              	
                to
                  whom, and to the extent that, information is required to be disclosed
                  by
                  any applicable law or regulation;
                  or

              


      

       

      
        	 	
                (iv)

              	
                for
                  whose benefit that Lender creates Security (or may do so) pursuant
                  to
                  Clause 31.10
                  (Security
                  Interests over Lenders' rights);
                  and

              


      

       

      
        	
                (b)

              	
                any
                  Finance Party may disclose to a rating agency or its professional
                  advisers, or (with the consent of the Company)
                  any other person,

              


      

       

      any
        information about any Obligor or the Group it has received from the Obligors
        under this Agreement and the Finance Documents as that Lender or other Finance
        Party shall consider appropriate if, in relation to paragraphs (a)(i), (a)(ii)
        and (a)(iv) above, the person to whom the information is to be given has
        entered
        into a Confidentiality Undertaking.

       

      Any
        Confidentiality Undertaking signed by a Finance Party pursuant to this Clause
        31.8
        shall
        supersede any prior confidentiality undertaking signed by such Finance Party
        for
        the benefit of any member of the Group.

       

      Each
        Lender shall, promptly upon its request, provide the Company with a copy
        of each
        Confidentiality Undertaking (and any amendment thereto) except in the case
        of a
        sub-participation where no discretion with regard to voting rights is
        transferred.

       

      
        	
                31.9

              	
                Affiliates
                  of Lenders as Hedge
                  Counterparties

              


      

      
        	
                (a)

              	
                An
                  Affiliate of a Lender which becomes a Hedge Counterparty shall
                  accede to
                  this Agreement and to the Intercreditor Agreement by delivery to
                  the
                  Security
                  Agent of a duly completed accession undertaking in the form required
                  under
                  the Intercreditor Agreement.

              


      

       

      
        	
                (b)

              	
                Where
                  this Agreement or any other Finance Document imposes an obligation
                  on a
                  Hedge Counterparty and the relevant Hedge Counterparty is an Affiliate
                  of
                  a Lender and is not a party to that document, the relevant Lender
                  shall
                  ensure that the obligation is performed by its
                  Affiliate.

              


      

       

      
        	
                31.10

              	
                Security
                  Interests over Lenders'
                  rights

              


      

      In
        addition to the other rights provided to Lenders under this Clause 31,
        each
        Lender may, at any time create Security in or over (whether by way of collateral
        or otherwise) all or any of its rights under any Finance Document to secure
        obligations of that Lender including, without limitation:

       

      
        	 	
                (a)

              	
                any
                  Security to secure obligations to a federal reserve or central
                  bank;
                  and

              


      

       

      
        	 	
                (b)

              	
                in
                  the case of any Lender which is a fund, any Security granted to
                  any
                  holders (or trustee or representatives of holders) of obligations
                  owed, or
                  securities issued, by that Lender as security for those obligations
                  or
                  securities,

              


      

       

      except
        that no such Security shall:

       

      
        	 	
                (ii)

              	
                release
                  a Lender from any of its obligations under the Finance Documents
                  or
                  substitute the beneficiary of the relevant Security for the Lender
                  as a
                  party to any of the Finance Documents;
                  or

              


      

       

      
        	 	
                (iii)

              	
                require
                  any payments to be made by an Obligor or grant to any person any
                  more
                  extensive rights than those required to be made or granted to the
                  relevant
                  Lender under the Finance Documents.

              


      

      
         

        
          
            
            

          

          
            170

            
              

            

          

          
            
            

          

        

      

       

      
        	
                31.11

              	
                Replacement
                  of Lenders

              


      

      If
        at any
        time any Lender or the Issuing Bank becomes an Affected Lender or Non-Consenting
        Lender
        then the Company may, on 10 Business Days' prior written notice to the Facility
        Agent and that Lender or Issuing Bank (as the case may be and unless the
        Company
        and the Facility Agent agree to a longer time period in relation to any request)
        replace that Lender or Issuing Bank by causing it to (and that Lender or
        Issuing
        Bank shall by execution of a Lender and Accession Undertaking within that
        5
        Business Days' period) transfer all of its rights and obligations under this
        Agreement to a Lender or other entity designated by the Company (other than
        a
        member of the Group) for a purchase price equal to that Lender's or Issuing
        Bank's participations in the Utilisations then outstanding, in either case
        with
        all accrued interests, fees and other amounts payable to that Lender or Issuing
        Bank under this Agreement or any Ancillary Document or Fronted Ancillary
        Document.

       

      For
        the
        purposes of this Clause 31.11:

       

      "Affected
        Lender"
        means a
        Lender or Issuing Bank in respect of which a Borrower or the Company is at
        that
        time entitled to serve a notice under Clause 13.6
        (Right
        of cancellation and prepayment in relation to a single Lender or Issuing
        Bank)
        or
        whose rights and obligations under this Agreement would, but for this Clause
        31.11
        (Replacement
        of Lenders)
        be
        cancelled pursuant to Clauses 13.1
        (Illegality)
        or
13.2
        (Illegality
        in relation to Issuing Bank);
        and

       

      "Non-Consenting
        Lender"
        means
        any Lender which does not agree to consent to any waiver or amendment of
        any
        provision of the Finance Documents which has been requested by the Company
        or
        any other Obligor where the requested amendment or waiver has been approved
        by
        the Majority Lenders and requires the consent of more than the Majority
        Lenders.

       

      
        	
                31.12

              	
                Further
                  Acquisition Facility
                  Lenders

              


      

      A
        bank or
        financial institution which is to be Further Acquisition
        Facility Lender shall only become a party to this Agreement as a Lender if
        it
        has executed and delivered to the Facility Agent a Further Acquisition Facility
        Lender Accession Undertaking and the Facility Agent has counter-signed the
        same
        (which the Facility Agent agrees to do promptly upon its receipt of the relevant
        Further Acquisition Facility Lender Accession Undertaking) and it has acceded
        to
        the terms of the Intercreditor Agreement as a Senior Lender (as defined therein)
        in accordance with the terms thereof.

       

      
        	
                32.

              	
                
                  CHANGES
                    TO THE OBLIGORS

                

              


      

       

      
        	
                32.1

              	
                Assignment
                  and transfers by Obligors

              


      

      No
        Obligor may assign any of its rights or transfer any of its rights or
        obligations under the Finance Documents.

       

      
        	
                32.2

              	
                Additional
                  Borrowers

              


      

      
        	
                (a)

              	
                Subject
                  to compliance with the provisions of paragraphs (c) and (d) of
                  Clause
                  27.9
                  ("Know
                  your customer" checks),
                  the Company may request that any of its Subsidiaries becomes an
                  Additional
                  Borrower under the Revolving Facility. That Subsidiary shall become
                  an
                  Additional Borrower under the Revolving Facility
                  if:

              


      

      
         

        
          
            
            

          

          
            171

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (i)

              	
                Either
                  (A) that Subsidiary is incorporated in the same jurisdiction as
                  another
                  Borrower under the same Facility (other than solely under an Ancillary
                  Facility
                  or
                  Fronted Ancillary Facility) or in another Pre-Approved Jurisdiction
                  or
                  that Subsidiary will be a Borrower in respect of an Ancillary Facility
                  or
                  Fronted Ancillary Facility only or (B) the Lenders under the respective
                  Facility to which the respective Borrower wishes to accede (acting
                  reasonably) approve the addition of that Subsidiary for the purposes
                  of
                  the relevant Facility; and 

              


      

       

      
        	 	
                (ii)

              	
                the
                  Company and that Subsidiary deliver to the Facility Agent a duly
                  completed
                  and executed Accession Letter;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Subsidiary is (or becomes) a Guarantor prior to becoming a
                  Borrower;

              


      

       

      
        	 	
                (iv)

              	
                the
                  Company confirms that no Default is continuing or would occur as
                  a result
                  of that Subsidiary becoming an Additional Borrower;
                  and

              


      

       

      
        	 	
                (v)

              	
                the
                  Facility Agent has received all of the documents and other evidence
                  listed
                  in Part III of Schedule 2 (Conditions
                  precedent and conditions subsequent)
                  in relation to that Additional Borrower, each in form and substance
                  satisfactory to the Facility Agent.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent shall notify the Company
                  and the Lenders promptly upon being satisfied that it has received
                  (in
                  form and substance satisfactory to it) all the documents and other
                  evidence listed in Part III of Schedule 2 (Conditions
                  precedent and conditions subsequent).

              


      

       

      
        	
                32.3

              	
                Resignation
                  of a Borrower

              


      

      
        	
                (a)

              	
                In
                  this Clause 32.3,
                  Clause 32.5
                  (Resignation
                  of a Guarantor)
                  and Clause 32.7
                  (Resignation
                  and release of Security on disposal),
                  "Third
                  Party Disposal"
                  means the disposal (including by way of IPO) of an Obligor to a
                  person
                  which is not a member of the Group or an IPO of an Obligor where
                  that
                  disposal or IPO is permitted under Clause 29.13
                  (Disposals)
                  or made with the approval of the Majority Lenders.
                  

              


      

       

      
        	
                (b)

              	
                The
                  Company may request that any Borrower ceases to be a Borrower by
                  delivering to the Facility Agent a Resignation
                  Letter.

              


      

       

      
        	
                (c)

              	
                The
                  Facility Agent shall accept a Resignation Letter and notify the
                  Company
                  and the other Finance Parties of its acceptance if:
                  

              


      

       

      
        	 	
                (i)

              	
                the
                  Company
                  has confirmed that no Event of Default is continuing or would result
                  from
                  the acceptance of the Resignation
                  Letter;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Borrower is under no actual or contingent obligations as a Borrower
                  under
                  any Finance Documents; 

              


      

       

      
        	 	
                (iii)

              	
                where
                  the Borrower is also a Material Company, it ceases to be a Borrower
                  in
                  connection with a Third Party Disposal; and


              


      

       

      
        	 	
                (iv)

              	
                the
                  Company has confirmed that it shall ensure that any relevant Disposal
                  Proceeds will be applied in accordance with Clause 14.3
                  (Application
                  of mandatory prepayments).

              


      

       

      
        	
                (d)

              	
                Upon
                  notification by the Facility Agent to the Company
                  of its acceptance of the resignation of a Borrower, that company
                  shall
                  cease to be a Borrower and shall have no further rights or obligations
                  under the Finance Documents as a
                  Borrower.

              


      

      
         

        
          
            
            

          

          
            172

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (e)

              	
                The
                  consent of all Lenders will be required for any resignation of
                  the
                  Company.

              


      

       

      
        	
                32.4

              	
                Additional
                  Guarantors

              


      

      
        	
                (a)

              	
                Subject
                  to compliance with the provisions of paragraphs (c) and (d) of
                  Clause
                  27.9
                  ("Know
                  your customer" checks),
                  the Company may request that any of its Subsidiaries and the Parent
                  become
                  an Additional Guarantor.

              


      

       

      
        	
                (b)

              	
                A
                  member of the Group shall become an Additional Guarantor
                  if:

              


      

       

      
        	 	
                (i)

              	
                the
                  Company
                  and the proposed Additional Guarantor deliver to the Facility Agent
                  a duly
                  completed and executed Accession Letter;


              


      

       

      
        	 	
                (ii)

              	
                the
                  Facility Agent has received all of the documents and other evidence
                  listed
                  in Part III of Schedule 2 (Conditions
                  precedent and conditions subsequent)
                  in relation to that Additional Guarantor, each in form and substance
                  satisfactory to the Facility Agent (acting reasonably and on the
                  instructions of the Majority Lenders except in the case of a waiver
                  of
                  delivery of any of the Transaction Security Documents, where the
                  Facility
                  Agent shall act on the instructions of the Super Majority Lenders);
                  and
                  

              


      

       

      
        	 	
                (iii)

              	
                it
                  grants security in accordance with the Security
                  Principles.

              


      

       

      
        	
                (c)

              	
                The
                  Facility Agent shall notify the Company
                  and the Lenders promptly upon being satisfied that it has received
                  (in
                  form and substance satisfactory to it) all the documents and other
                  evidence listed in Part III of Schedule 2 (Conditions
                  precedent and conditions subsequent).

              


      

       

      
        	
                32.5

              	
                Resignation
                  of a Guarantor

              


      

      
        	
                (a)

              	
                The
                  Company
                  may request that a Guarantor ceases to be a Guarantor by delivering
                  to the
                  Facility Agent a Resignation Letter
                  if:

              


      

       

      
        	 	
                (i)

              	
                that
                  Guarantor is being disposed of by way of a Third Party Disposal
                  and the
                  Company
                  has confirmed this is the case; and


              


      

       

      
        	 	
                (ii)

              	
                Guarantor
                  Coverage is, taking into account the resignation of the relevant
                  Guarantor, still met; or

              


      

       

      
        	 	
                (iii)

              	
                the
                  Super Majority Lenders have consented to the resignation of that
                  Guarantor. 

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent shall accept a Resignation Letter and notify the
                  Company
                  and the Lenders of its acceptance if, either it is a Guarantor
                  forming all
                  or part of the Non-Core Business or forming all or any part of
                  the Jungo
                  Business, the Jungo Tools Business, the Hugo IP Business or the
                  shares in
                  the capital of Jungo or, in any other case:


              


      

       

      
        	 	
                (i)

              	
                the
                  Company
                  has confirmed that no Event of Default is continuing or would result
                  from
                  the acceptance of the Resignation
                  Letter;

              


      

       

      
        	 	
                (ii)

              	
                no
                  payment is due from the Guarantor under Clause 25.1
                  (Guarantee
                  and indemnity);

              


      

       

      
        	 	
                (iii)

              	
                where
                  the Guarantor is also a Borrower, it is under no actual or contingent
                  obligations as a Borrower and has resigned and ceased to be a Borrower
                  under Clause 32.3
                  (Resignation
                  of a Borrower);
                  and

              


      

      
         

        
          
            
            

          

          
            173

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (iv)

              	
                if
                  the Guarantor ceases to be a Guarantor in connection with a Third
                  Party
                  Disposal, the Company has confirmed that it shall ensure that the
                  Disposal
                  Proceeds will be applied, in accordance with Clause 14.3 (Application
                  of mandatory prepayments).

              


      

       

      
        	
                (c)

              	
                The
                  consent of all the Lenders will be required for any resignation
                  by the
                  Parent or the Company. 

              


      

       

      
        	
                32.6

              	
                Repetition
                  of Representations

              


      

      Delivery
        of an Accession letter constitutes confirmation by the relevant Subsidiary
        that
        the representations and warranties referred to in paragraph (a)(i) of Clause
        26.24
        (Times
        when representations made)
        are
        true and correct in relation to it as at the date of delivery as if made
        by
        reference to the facts and circumstances then existing.

       

      
        	
                32.7

              	
                Resignation
                  and release of Security on
                  disposal

              


      

      
        	
                (a)

              	
                If
                  a Borrower or Guarantor is or is proposed to be the subject of
                  a Third
                  Party Disposal then:

              


      

       

      
        	 	
                (i)

              	
                where
                  that Borrower or Guarantor created Transaction Security over any
                  of its
                  assets or business in favour of the Security
                  Agent, or Transaction Security in favour of the Security Agent
                  was created
                  over the shares (or equivalent) of that Borrower or Guarantor,
                  the
                  Security Agent shall, subject to paragraph (d) below, at the cost
                  and
                  request of the Company, release those assets, business or shares
                  (or
                  equivalent) and issue (where applicable) certificates of
                  non-crystallisation;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Security Agent shall, on behalf of all the Finance Parties, waive
                  all
                  claims (actual or contingent) against that Borrower or Guarantor
                  under the
                  Finance Documents;

              


      

       

      
        	 	
                (iii)

              	
                the
                  resignation of that Borrower or Guarantor and related release of
                  Transaction Security and waiver of claims referred to in paragraphs
                  (i)
                  and (ii) above shall become effective on the date of that disposal;
                  and

              


      

       

      
        	 	
                (iv)

              	
                if
                  the disposal of that Borrower or Guarantor is not made, the Resignation
                  Letter of that Borrower or Guarantor and the related release of
                  Transaction Security referred to in paragraph (a) above shall have
                  no
                  effect and the obligations of the Borrower or Guarantor and the
                  Transaction Security created or intended to be created by or over
                  that
                  Borrower or Guarantor shall continue in full force and
                  effect.

              


      

       

      
        	
                (b)

              	
                If
                  an Obligor disposes of any asset as expressly permitted by and
                  in
                  accordance with the terms of this Agreement and such asset is the
                  subject
                  of Transaction Security in favour of the Security
                  Agent, the Security Agent shall, subject to paragraph (d) below,
                  at the
                  cost and request of the Company, immediately release those assets
                  and
                  issue certificates of
                  non-crystallisation.

              


      

       

      
        	
                (c)

              	
                If
                  a Guarantor resigns as permitted by and in accordance with the
                  terms of
                  this Agreement and such Guarantor has granted (or is the subject
                  of)
                  Transaction Security in favour of the Security Agent, the Security
                  Agent
                  shall, subject to paragraph (d) below, at the cost and request
                  of the
                  Company, release that Transaction Security and issue (where applicable)
                  certificates of
                  non-crystallisation.

              


      

       

      
        	(d)	
                If
                  all Secured Liabilities (as defined in each applicable Swedish
                  Security
                  Document) have not been discharged in full, the release of any
                  Transaction
                  Security created under a Swedish Security Document shall at all
                  times be
                  subject to the written express consent of the Security Agent.
                  

              


      

      
         

        
          
            
            

          

          
            174

            
              

            

          

          
            
            

          

        

      


      SECTION
        10

       

      THE
        FINANCE PARTIES

       

      
        	
                33.

              	
                
                  ROLE
                    OF THE FACILITY AGENT, THE ARRANGER, THE ISSUING BANK AND
                    OTHERS

                

              


      

       

      
        	
                33.1

              	
                Appointment
                  of the Facility Agent

              


      

      
        	
                (a)

              	
                Each
                  of the Arranger, the Lenders and the Issuing Bank appoints the
                  Facility
                  Agent to act as its agent under and in connection with the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                Each
                  of the Arranger, the Lenders and the Issuing Bank authorises the
                  Facility
                  Agent to exercise the rights, powers, authorities and discretions
                  specifically given to the Facility Agent under or in connection
                  with the
                  Finance Documents together with any other incidental rights, powers,
                  authorities and discretions.

              


      

       

      
        	
                33.2

              	
                Duties
                  of the Facility Agent

              


      

      
        	
                (a)

              	
                The
                  Facility Agent shall promptly forward to a Party the original or
                  a copy of
                  any document which is delivered to the Facility Agent for that
                  Party by
                  any other Party.

              


      

       

      
        	
                (b)

              	
                Except
                  where a Finance Document specifically provides otherwise, the Facility
                  Agent is not obliged to review or check the adequacy, accuracy
                  or
                  completeness of any document it forwards to another
                  Party.

              


      

       

      
        	
                (c)

              	
                If
                  the Facility Agent receives notice from a Party referring to this
                  Agreement, describing a Default and stating that the circumstance
                  described is a Default, it shall promptly notify the other Finance
                  Parties.

              


      

       

      
        	
                (d)

              	
                If
                  the Facility Agent is aware of the non-payment of any principal,
                  interest,
                  commitment fee or other fee payable to a Finance Party (other than
                  the
                  Facility Agent, the Arranger or the Security
                  Agent) under this Agreement it shall promptly notify the other
                  Finance
                  Parties.

              


      

       

      
        	
                (e)

              	
                The
                  Facility Agent's duties under the Finance Documents are solely
                  mechanical
                  and administrative in nature.

              


      

       

      
        	
                (f)

              	
                The
                  Facility Agent, acting for these purposes solely as an agent of
                  the
                  Borrower, will maintain (and make available for inspection by the
                  Borrower
                  and the Lenders upon reasonable prior notice at reasonable times)
                  a
                  register for the recordation of, and will record, the names and
                  addresses
                  of the Lenders and the respective amounts of the Commitments and
                  Loans of
                  each Lender from time to time (the "Register").
                  The entries in the Register shall be conclusive and binding for
                  all
                  purposes and the Borrowers, the Fiscal Agent and the Lenders shall
                  treat
                  each person whose name is recorded in the Register as a Lender
                  hereunder
                  for all purposes of this Agreement.

              


      

       

      
        	
                33.3

              	
                Role
                  of the Arranger

              


      

      Except
        as
        specifically provided in the Finance Documents, the Arranger has no obligations
        of any kind to any other Party under or in connection with any Finance
        Document.

       

      
        	
                33.4

              	
                No
                  fiduciary duties

              


      

      
        	
                (a)

              	
                Nothing
                  in this Agreement constitutes the Facility Agent, the Arranger
                  and/or the
                  Issuing Bank as a trustee or fiduciary of any other
                  person.

              


      

      
         

        
          
            
            

          

          
            175

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (b)

              	
                None
                  of the Facility Agent, the Security
                  Agent, the Arranger, the Issuing Bank or any Ancillary Lender,
                  Fronting
                  Ancillary Lender or Fronted Ancillary Lender shall be bound to
                  account to
                  any Lender for any sum or the profit element of any sum received
                  by it for
                  its own account.

              


      

       

      
        	
                33.5

              	
                Business
                  with the Group

              


      

      The
        Facility Agent, the Security
        Agent, the Arranger, the Issuing Bank and each Ancillary Lender, Fronting
        Ancillary Lender or Fronted Ancillary Lender may accept deposits from, lend
        money to and generally engage in any kind of banking or other business with
        any
        member of the Group.

       

      
        	
                33.6

              	
                Rights
                  and discretions

              


      

      
        	
                (a)

              	
                The
                  Facility Agent, and the Issuing Bank may rely
                  on:

              


      

       

      
        	 	
                (i)

              	
                any
                  representation, notice or document believed by it to be genuine,
                  correct
                  and appropriately authorised; and

              


      

       

      
        	 	
                (ii)

              	
                any
                  statement made by a director, authorised signatory or employee
                  of any
                  person regarding any matters which may reasonably be assumed to
                  be within
                  his knowledge or within his power to
                  verify.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent may assume (unless it has received notice to the
                  contrary
                  in its capacity as agent for the Lenders)
                  that:

              


      

       

      
        	 	
                (i)

              	
                no
                  Default
                  has occurred (unless it has actual knowledge of a Default arising
                  under
                  Clause 30.1
                  (Non-payment));

              


      

       

      
        	 	
                (ii)

              	
                any
                  right,
                  power, authority or discretion vested in any Party or the Majority
                  Lenders
                  has not been exercised; and

              


      

       

      
        	 	
                (iii)

              	
                any
                  notice
                  or
                  request made by the Company (other than a Utilisation Request or
                  Selection
                  Notice) is made on behalf of and with the consent and knowledge
                  of all the
                  Obligors.

              


      

       

      
        	
                (c)

              	
                The
                  Facility Agent may engage, pay for and rely on the advice or services
                  of
                  any lawyers, accountants, surveyors or other
                  experts.

              


      

       

      
        	
                (d)

              	
                The
                  Facility Agent may act in relation to the Finance Documents through
                  its
                  personnel and agents.

              


      

       

      
        	
                (e)

              	
                The
                  Facility Agent may disclose to any other Party any information
                  it
                  reasonably believes it has received as agent under this
                  Agreement.

              


      

       

      
        	
                (f)

              	
                Notwithstanding
                  any other provision of any Finance Document to the contrary, none
                  of the
                  Facility Agent, the Arranger or the Issuing Bank is obliged
                  to:

              


      

       

      
        	 	
                (i)

              	
                do
                  or omit to do anything if it would or might in its reasonable opinion
                  constitute a breach of any law or regulation or a breach of a fiduciary
                  duty or duty of confidentiality; or

              


      

       

      
        	 	
                (ii)

              	
                disclose
                  the Indemnity Letter, the Hedging Letter, the Stockholders Agreement
                  or
                  any Fee Letter to any other Finance Party (or potential
                  Lender).

              


      

       

      
        	
                33.7

              	
                Majority
                  Lenders' instructions

              


      

      
        	
                (a)

              	
                Unless
                  a contrary indication appears in a Finance Document, the Facility
                  Agent
                  shall (i) exercise any right, power, authority or discretion vested
                  in it
                  as Facility Agent in accordance with any instructions given to
                  it by the
                  Majority Lenders (or, if so instructed by the Majority Lenders,
                  refrain
                  from exercising any right, power, authority or discretion vested
                  in it as
                  Facility Agent) and (ii) not be liable for any act (or omission)
                  if it
                  acts (or refrains from taking any action) in accordance with an
                  instruction of the Majority
                  Lenders.

              


      

      
         

        
          
            
            

          

          
            176

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (b)

              	
                Unless
                  a contrary indication appears in a Finance Document, any instructions
                  given by the Majority Lenders will be binding on all the Finance
                  Parties
                  other than the Security
                  Agent.

              


      

       

      
        	
                (c)

              	
                The
                  Facility Agent may refrain from acting in accordance with the instructions
                  of the Majority Lenders (or, if appropriate, the Lenders) until
                  it has
                  received such security as it may require for any cost, loss or
                  liability
                  (together with any associated VAT) which it may incur in complying
                  with
                  the instructions.

              


      

       

      
        	
                (d)

              	
                In
                  the absence of instructions from the Majority Lenders, (or, if
                  appropriate, the Lenders) the Facility Agent may act (or refrain
                  from
                  taking action) as it considers to be in the best interest of the
                  Lenders
                  provided
                  that when
                  exercising the rights, powers, authorities and discretions given
                  to the
                  Facility Agent under or in connection with the Finance Documents
                  (or any
                  other rights, powers, authorities and discretions, incidental thereto),
                  the Facility Agent shall, at all times, act
                  reasonably.

              


      

       

      
        	
                (e)

              	
                The
                  Facility Agent is not authorised to act on behalf of a Lender (without
                  first obtaining that Lender's consent) in any legal or arbitration
                  proceedings relating to any Finance Document. This paragraph (e)
                  shall not
                  apply to any legal or arbitration proceeding relating to the perfection,
                  preservation or protection of rights under the Transaction Security
                  Documents or enforcement of the Transaction Security or Transaction
                  Security Documents.

              


      

       

      
        	
                33.8

              	
                Responsibility
                  for documentation

              


      

      None
        of
        the Facility Agent, the Arranger, the Issuing
        Bank
        or any Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary
        Lender:

       

      
        	 	
                (a)

              	
                is
                  responsible for the adequacy, accuracy and/or completeness of any
                  information (whether oral or written) supplied by the Facility
                  Agent, the
                  Arranger, the Issuing
                  Bank, an Ancillary Lender, Fronting Ancillary Lender or Fronted
                  Ancillary
                  Lender, an Obligor or any other person given in or in connection
                  with any
                  Finance Document or the Information Memorandum or the Reports or
                  the
                  transactions contemplated in the Finance Documents;
                  or

              


      

       

      
        	 	
                (b)

              	
                is
                  responsible for the legality, validity, effectiveness, adequacy
                  or
                  enforceability of any Finance Document or the Transaction Security
                  or any
                  other agreement, arrangement or document entered into, made or
                  executed in
                  anticipation of or in connection with any Finance Document or the
                  Transaction Security.

              


      

       

      
        	
                33.9

              	
                Exclusion
                  of liability

              


      

      
        	
                (a)

              	
                Without
                  limiting paragraph (b) below, none of the Facility Agent, the Issuing
                  Bank, or any Ancillary
                  Lender, Fronting Ancillary Lender or Fronted Ancillary Lender will
                  be
                  liable for any action taken by it under or in connection with any
                  Finance
                  Document or the Transaction Security, unless directly caused by
                  its gross
                  negligence or wilful misconduct.

              


      

      
         

        
          
            
            

          

          
            177

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (b)

              	
                No
                  Party (other than the Facility Agent, the Issuing Bank, or an Ancillary
                  Lender, Fronting Ancillary Lender or Fronted Ancillary Lender (as
                  applicable)) may take any proceedings against any officer, employee
                  or
                  agent of the Facility Agent, the Issuing Bank, any Ancillary Lender,
                  any
                  Fronting Ancillary Lender or Fronted Ancillary Lender in respect
                  of any
                  claim it might have against the Facility Agent, the Issuing Bank,
                  an
                  Ancillary Lender, a Fronting Ancillary Lender or Fronted Ancillary
                  Lender
                  or in respect of any act or omission of any kind by that officer,
                  employee
                  or agent in relation to any Finance Document or any Transaction
                  Document
                  and any officer, employee or agent of the Facility Agent, the Issuing
                  Bank, any Ancillary Lender, Fronting Ancillary Lender or Fronted
                  Ancillary
                  Lender may rely on this Clause subject to Clause 1.6
                  (Third
                  party rights)
                  and the provisions of the Third Parties
                  Act.

              


      

       

      
        	
                (c)

              	
                The
                  Facility Agent will not be liable for any delay (or any related
                  consequences) in crediting an account with an amount required under
                  the
                  Finance Documents to be paid by the Facility Agent if the Facility
                  Agent
                  has taken all necessary steps as soon as reasonably practicable
                  to comply
                  with the regulations or operating procedures of any recognised
                  clearing or
                  settlement system used by the Facility Agent for that
                  purpose.

              


      

       

      
        	
                (d)

              	
                Nothing
                  in this Agreement shall oblige the Facility Agent or the Arranger
                  to carry
                  out any "know your customer" or other checks in relation to any
                  person on
                  behalf of any Lender and each Lender confirms to the Facility Agent
                  and
                  the Arranger that it is solely responsible for any such checks
                  it is
                  required to carry out and that it may not rely on any statement
                  in
                  relation to such checks made by the Facility Agent or the
                  Arranger.

              


      

       

      
        	
                33.10

              	
                Lenders'
                  indemnity to the Facility Agent and the Security
                  Agent

              


      

      Each
        Lender shall (in proportion to its share of the Total Commitments or, if
        the
        Total Commitments are then zero, to its share of the Total Commitments
        immediately prior to their reduction to zero) indemnify each of the Facility
        Agent and the Security
        Agent, within three Business Days of demand, against any cost, loss or liability
        incurred by the Facility Agent (including under Clause 9.4
        (Redenomination) or
        the
        Security Agent (otherwise than by reason of the Facility Agent's or the Security
        Agent's gross negligence or wilful misconduct) in acting as Facility Agent
        or as
        Security Agent under the Finance Documents (unless the Facility Agent or
        the
        Security Agent has been reimbursed by an Obligor pursuant to a Finance
        Document).

       

      
        	
                33.11

              	
                Resignation
                  of the Facility Agent

              


      

      
        	
                (a)

              	
                The
                  Facility Agent may (after consultation with the Company)
                  resign and appoint one of its Affiliates acting through an office
                  in the
                  United Kingdom as successor by giving notice to the Lenders and
                  the
                  Company.

              


      

       

      
        	
                (b)

              	
                Alternatively
                  the Facility Agent may resign by giving notice to the Lenders and
                  the
                  Company, in which case the Majority Lenders (after consultation
                  with the
                  Company) may appoint a successor Facility
                  Agent.

              


      

       

      
        	
                (c)

              	
                If
                  the Majority Lenders have not appointed a successor Facility Agent
                  in
                  accordance with paragraph (b) above within 30 days after notice
                  of
                  resignation was given, the Facility Agent (after consultation with
                  the
                  Company) may appoint a successor Facility Agent (acting through
                  an office
                  in the United Kingdom).

              


      

      
         

        
          
            
            

          

          
            178

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (d)

              	
                The
                  retiring Facility Agent shall, at its own cost, make available
                  to the
                  successor Facility Agent such documents and records and provide
                  such
                  assistance as the successor Facility Agent may reasonably request
                  for the
                  purposes of performing its functions as Facility Agent under the
                  Finance
                  Documents.

              


      

       

      
        	
                (e)

              	
                The
                  Facility Agent's resignation notice shall only take effect upon
                  the
                  appointment of a successor.

              


      

       

      
        	
                (f)

              	
                Upon
                  the appointment of a successor, the retiring Facility Agent shall
                  be
                  discharged from any further obligation in respect of the Finance
                  Documents
                  but shall remain entitled to the benefit of this Clause 33.11.
                  Its successor and each of the other Parties shall have the same
                  rights and
                  obligations amongst themselves as they would have had if such successor
                  had been an original Party.

              


      

       

      
        	
                (g)

              	
                After
                  consultation with the Company, the Majority Lenders may, by notice
                  to the
                  Facility Agent, require it to resign in accordance with paragraph
                  (b)
                  above. In this event, the Facility Agent shall resign in accordance
                  with
                  paragraph (b) above.

              


      

       

      
        	
                33.12

              	
                Confidentiality

              


      

      
        	
                (a)

              	
                In
                  acting as agent for the Finance Parties, the Facility Agent shall
                  be
                  regarded as acting through its agency division which shall be treated
                  as a
                  separate entity from any other of its divisions or
                  departments.

              


      

       

      
        	
                (b)

              	
                If
                  information is received by another division or department of the
                  Facility
                  Agent, it may be treated as confidential to that division or department
                  and the Facility Agent shall not be deemed to have notice of
                  it.

              


      

       

      
        	
                (c)

              	
                Notwithstanding
                  any other provision of any Finance Document to the contrary, none
                  of the
                  Facility Agent and the Arranger are obliged to disclose to any
                  other
                  person (i) any confidential information or (ii) any other information
                  if
                  the disclosure would or might in its reasonable opinion constitute
                  a
                  breach of any law or a breach of a fiduciary
                  duty.

              


      

       

      
        	
                33.13

              	
                Relationship
                  with the Lenders

              


      

      
        	
                (a)

              	
                The
                  Facility Agent may treat each Lender as a Lender, entitled to payments
                  under this Agreement and acting through its Facility Office unless
                  it has
                  received not less than five Business Days prior notice from that
                  Lender to
                  the contrary in accordance with the terms of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                Each
                  Lender shall supply the Facility Agent with any information required
                  by
                  the Facility Agent in order to calculate the Mandatory Cost in
                  accordance
                  with Schedule 4 (Mandatory
                  Cost Formulae).

              


      

       

      
        	
                (c)

              	
                Each
                  Lender shall supply the Facility Agent with any information that
                  the
                  Security Agent may reasonably specify (through the Facility Agent)
                  as
                  being necessary or desirable to enable the Security Agent to perform
                  its
                  functions as Security Agent. Each Lender shall deal with the Security
                  Agent exclusively through the Facility Agent and shall not deal
                  directly
                  with the Security Agent.

              


      

      
         

        
          
            
            

          

          
            179

            
              

            

          

          
            
            

          

        

      

       

      
        	
                33.14

              	
                Credit
                  appraisal by the Lenders, Issuing Bank and Ancillary Lenders and
                  Fronting
                  Ancillary Lenders

              


      

      Without
        affecting the responsibility of any Obligor for information supplied by it
        or on
        its behalf in connection with any Finance Document,
        each Lender, Issuing Bank, Ancillary Lender, Fronting Ancillary Lender and
        Fronted Ancillary Lender confirms to the Facility Agent, the Arranger, the
        Issuing Bank and each Ancillary Lender, Fronting Ancillary Lender and Fronted
        Ancillary Lender that it has been, and will continue to be, solely responsible
        for making its own independent appraisal and investigation of all risks arising
        under or in connection with any Finance Document including but not limited
        to:

       

      
        	 	
                (a)

              	
                the
                  financial condition, status and nature of each member of the
                  Group;

              


      

       

      
        	 	
                (b)

              	
                the
                  legality, validity, effectiveness, adequacy or enforceability of
                  any
                  Finance Document and the Transaction Security and any other agreement,
                  arrangement or document entered into, made or executed in anticipation
                  of,
                  under or in connection with any Finance Document or the Transaction
                  Security;

              


      

       

      
        	 	
                (c)

              	
                whether
                  that Secured Party has recourse, and the nature and extent of that
                  recourse, against any Party or any of its respective assets under
                  or in
                  connection with any Finance Document, the Transaction Security
                  or the
                  transactions contemplated by the Finance Documents or any other
                  agreement,
                  arrangement or document entered into, made or executed in anticipation
                  of,
                  under or in connection with any Finance
                  Document;

              


      

       

      
        	 	
                (d)

              	
                the
                  adequacy, accuracy and/or completeness of the Information Memorandum,
                  the
                  Reports and any other information provided by the Facility Agent
                  any Party
                  or by any other person under or in connection with any Finance
                  Document,
                  the transactions contemplated by the Finance Documents or any other
                  agreement, arrangement or document entered into, made or executed
                  in
                  anticipation of, under or in connection with any Finance Document;
                  and

              


      

       

      
        	 	
                (e)

              	
                the
                  right or title of any person in or to, or the value or sufficiency
                  of any
                  part of the Charged Property, the priority of any of the Transaction
                  Security or the existence of any Security affecting the Charged
                  Property.

              


      

       

      
        	
                33.15

              	
                Reference
                  Banks

              


      

      If
        a
        Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
        it
        is an Affiliate) ceases to be a Lender, the Facility Agent shall (in
        consultation with the Company)
        appoint another Lender or an Affiliate of a Lender to replace that Reference
        Bank.

       

      
        	
                33.16

              	
                Deduction
                  from amounts payable by the Facility
                  Agent

              


      

      If
        any
        Party owes an amount to the Facility Agent under the Finance Documents the
        Facility Agent may, after giving notice to that Party, deduct an amount not
        exceeding that amount from any payment to that Party which the Facility Agent
        would otherwise be obliged to make under the Finance Documents and apply
        the
        amount deducted in or towards satisfaction of the amount owed.
        For the
        purposes of the Finance Documents that Party shall be regarded as having
        received any amount so deducted.

      
         

        
          
            
            

          

          
            180

            
              

            

          

          
            
            

          

        

      

       

      
        	
                33.17

              	
                Reliance
                  and engagement letters

              


      

      Each
        Finance Party and Secured Party confirms that each of the Arranger and the
        Facility Agent has authority to accept on its behalf and ratifies the acceptance
        on its behalf of any letters or reports already accepted by the Arranger
        or
        Facility Agent the terms of any reliance letter or engagement letters relating
        to the Reports or any reports or letters provided by accountants in connection
        with the Finance Documents or the transactions contemplated in the Finance
        Documents (including any net asset letter in connection with the financial
        assistance procedures) and to bind it in respect of those Reports, reports
        or
        letters and to sign such letters on its behalf and further confirms that
        it
        accepts the terms and qualifications set out in such letters.

       

      
        	
                33.18

              	
                Affiliate
                  facility offices

              


      

      
        	
                (a)

              	
                A
                  Lender may designate an Affiliate of that Lender as its Facility
                  Office
                  for the purpose of participating in or making Utilisations to Borrowers
                  in
                  particular countries.

              


      

       

      
        	
                (b)

              	
                An
                  Affiliate of a Lender may be designated for the purposes of paragraph
                  (a):

              


      

       

      
        	 	
                (i)

              	
                by
                  appearing under the name of the Lender in Part II of Schedule 1
                  (The
                  Original Parties) and executing this Agreement;
                  or

              


      

       

      
        	 	
                (ii)

              	
                by
                  being referred to in and executing a Transfer Certificate and Lender
                  Accession Undertaking by which the Lender becomes a
                  Party.

              


      

       

      
        	
                (c)

              	
                An
                  Affiliate of a Lender referred to in this Clause 33.18
                  shall not have any Commitment, but shall be entitled to all rights
                  and
                  benefits under the Finance Documents relating to its participation
                  in
                  Utilisations, and shall have the corresponding duties of a Lender
                  in
                  relation thereto, and is a Party to this Agreement and each other
                  relevant
                  Finance Document for those
                  purposes.

              


      

       

      
        	
                (d)

              	
                A
                  Lender which has an Affiliate appearing under its name in Part
                  II of
                  Schedule 1 (The
                  Original Parties)
                  or, as the case may be, in a Transfer Certificate and Lender Accession
                  Undertaking, will procure, subject to the terms of this Agreement,
                  that
                  the Affiliate participates in Utilisations to the relevant Borrower(s)
                  in
                  place of that Lender.

              


      

       

      
        	
                34.

              	
                
                  CONDUCT
                    OF BUSINESS BY THE FINANCE
                    PARTIES

                

              


      

       

      No
        provision of this Agreement will:

       

      
        	 	
                (a)

              	
                interfere
                  with the right of any Finance Party to arrange its affairs (tax
                  or
                  otherwise) in whatever manner it thinks
                  fit;

              


      

       

      
        	 	
                (b)

              	
                oblige
                  any Finance Party to investigate or claim any credit, relief, remission
                  or
                  repayment available to it or the extent, order and manner of any
                  claim;
                  or

              


      

       

      
        	 	
                (c)

              	
                oblige
                  any Finance Party to disclose any information relating to its affairs
                  (tax
                  or otherwise) or any computations in respect of
                  Tax.

              


      

      
         

        
          
            
            

          

          
            181

            
              

            

          

          
            
            

          

        

      

       

      
        	
                35.

              	
                
                  SHARING
                    AMONG THE FINANCE
                    PARTIES

                

              


      

       

      
        	
                35.1

              	
                Payments
                  to Finance Parties

              


      

      If
        a
        Finance Party (a "Recovering
        Finance Party")
        receives or recovers any amount from an Obligor other than in accordance
        with
        Clause 36
        (Payment
        Mechanics)
        and
        applies that amount to a payment due under the Finance Documents
        then:

       

      
        	 	
                (a)

              	
                the
                  Recovering Finance Party shall, within three Business Days, notify
                  details
                  of the receipt or recovery, to the Facility
                  Agent;

              


      

       

      
        	 	
                (b)

              	
                the
                  Facility Agent shall determine whether the receipt or recovery
                  is in
                  excess of the amount the Recovering Finance Party would have been
                  paid had
                  the receipt or recovery been received or made by the Facility Agent
                  and
                  distributed in accordance with Clause 36
                  (Payment
                  Mechanics),
                  without taking account of any Tax which would be imposed on the
                  Facility
                  Agent in relation to the receipt, recovery or distribution;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  Recovering Finance Party shall, within three Business Days of demand
                  by
                  the Facility Agent, pay to the Facility Agent an amount (the "Sharing
                  Payment")
                  equal to such receipt or recovery less any amount which the Facility
                  Agent
                  determines may be retained by the Recovering Finance Party as its
                  share of
                  any payment to be made, in accordance with Clause 36.5
                  (Partial
                  payments).

              


      

       

      
        	
                35.2

              	
                Redistribution
                  of payments

              


      

      The
        Facility Agent shall treat the Sharing Payment as if it had been paid by
        the
        relevant Obligor and distribute it between the Finance Parties (other than
        the
        Recovering Finance Party) in accordance with Clause 36.5
        (Partial
        payments).

       

      
        	
                35.3

              	
                Recovering
                  Finance Party's rights

              


      

      
        	
                (a)

              	
                On
                  a distribution by the Facility Agent under Clause 35.2
                  (Redistribution
                  of payments),
                  the Recovering Finance Party will be subrogated to the rights of
                  the
                  Finance Parties which have shared in the
                  redistribution.

              


      

       

      
        	
                (b)

              	
                If
                  and to the extent that the Recovering Finance Party is not able
                  to rely on
                  its rights under paragraph (a) above, the Finance Parties which
                  have
                  shared in the redistribution will turn over any proceeds received
                  from the
                  relevant Obligor on such rights promptly upon receipt of the same
                  to the
                  Recovering Finance Party.

              


      

       

      
        	
                35.4

              	
                Reversal
                  of redistribution

              


      

      If
        any
        part of the Sharing Payment received or recovered by a Recovering Finance
        Party
        becomes repayable and is repaid by that Recovering Finance Party,
        then:

       

      
        	 	
                (a)

              	
                each
                  Finance Party which has received a share of the relevant Sharing
                  Payment
                  pursuant to Clause 35.2
                  (Redistribution
                  of payments)
                  shall, upon request of the Facility Agent, pay to the Facility
                  Agent for
                  account of that Recovering Finance Party an amount equal to the
                  appropriate part of its share of the Sharing Payment (together
                  with an
                  amount as is necessary to reimburse that Recovering Finance Party
                  for its
                  proportion of any interest on the Sharing Payment which that Recovering
                  Finance Party is required to pay);
                  and

              


      

      
         

        
          
            
            

          

          
            182

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (b)

              	
                that
                  Recovering Finance Party's rights of subrogation in respect of
                  any
                  reimbursement shall be cancelled and the relevant Obligor will
                  be liable
                  to the reimbursing Finance Party for the amount so
                  reimbursed.

              


      

       

      
        	
                35.5

              	
                Exceptions

              


      

      
        	
                (a)

              	
                This
                  Clause 35
                  shall not apply to the extent that the Recovering Finance Party
                  would not,
                  after making any payment pursuant to this Clause, have a valid
                  and
                  enforceable claim against the relevant
                  Obligor.

              


      

       

      
        	
                (b)

              	
                A
                  Recovering Finance Party is not obliged to share with any other
                  Finance
                  Party any amount which the Recovering Finance Party has received
                  or
                  recovered as a result of taking legal or arbitration proceedings,
                  if:

              


      

       

      
        	 	
                (i)

              	
                it
                  notified the other Finance Party of the legal or arbitration proceedings;
                  and

              


      

       

      
        	 	
                (ii)

              	
                the
                  other Finance Party had an opportunity to participate in those
                  legal or
                  arbitration proceedings but did not do so as soon as reasonably
                  practicable having received notice and did not take separate legal
                  or
                  arbitration proceedings.

              


      

       

      
        	
                35.6

              	
                Ancillary
                  Lender and Fronting Ancillary
                  Lender

              


      

      
        	
                (a)

              	
                This
                  Clause 35
                  shall not apply to any receipt or recovery by a Lender in its capacity
                  as
                  an Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary
                  Lender
                  at any time prior to service of notice under Clause 30.20
                  (Acceleration).

              


      

       

      
        	
                (b)

              	
                Following
                  service of notice under Clause 30.21
                  (Acceleration),
                  this Clause 35
                  shall apply to all receipts or recoveries by Ancillary Lenders,
                  Fronting
                  Ancillary Lenders or Fronted Ancillary Lenders except to the extent
                  that
                  the receipt or recovery represents a reduction from the Designated
                  Gross
                  Amount for an Ancillary Facility or Fronted Ancillary Facility
                  to its
                  Designated Net Amount.

              


      

      
         

        
          
            
            

          

          
            183

            
              

            

          

          
            
            

          

        

      


      SECTION
        11

       

      ADMINISTRATION

       

      
        	
                36.

              	
                
                  PAYMENT
                    MECHANICS

                

              


      

       

      
        	
                36.1

              	
                Payments
                  to the Facility Agent

              


      

      
        	
                (a)

              	
                On
                  each date on which an Obligor or a Lender is required to make a
                  payment
                  under a Finance Document, excluding a payment under the terms of
                  an
                  Ancillary Document or Fronted Ancillary Document, that Obligor
                  or Lender
                  shall make the same available to the Facility Agent (unless a contrary
                  indication appears in a Finance Document) for value on the due
                  date at the
                  time and in such funds specified by the Facility Agent as being
                  customary
                  at the time for settlement of transactions in the relevant currency
                  in the
                  place of payment.

              


      

       

      
        	
                (b)

              	
                Payment
                  shall be made to such account in the principal financial centre
                  of the
                  country of that currency (or, in relation to euro, in a principal
                  financial centre in a Participating Member State or London) with
                  such bank
                  as the Facility Agent specifies.

              


      

       

      
        	
                36.2

              	
                Distributions
                  by the Facility Agent

              


      

      
        	
                (a)

              	
                Each
                  payment received by the Facility Agent under the Finance Documents
                  for
                  another Party shall, subject to Clause 36.3
                  (Distributions
                  to an Obligor)
                  and Clause 36.4
                  (Clawback)
                  be made available by the Facility Agent as soon as practicable
                  after
                  receipt to the Party entitled to receive payment in accordance
                  with this
                  Agreement (in the case of a Lender, for the account of its Facility
                  Office), to such account as that Party may notify to the Facility
                  Agent by
                  not less than five Business Days' notice with a bank in the principal
                  financial centre of the country of that currency (or, in relation
                  to euro,
                  in the principal financial centre of a Participating Member State
                  or
                  London).

              


      

       

      
        	
                (b)

              	
                If
                  funds are returned to the Facility Agent in accordance with Clause
                  10.9
                  (Release
                  of Blocked Accounts)
                  of the Parent Debenture, the Facility Agent shall ensure that such
                  funds
                  are distributed to the applicable Lenders pro
                  rata
                  to
                  their Commitments under the relevant Facilities and each Party
                  authorises
                  the Facility Agent to make such payment
                  accordingly.

              


      

       

      
        	
                36.3

              	
                Distributions
                  to an Obligor

              


      

      The
        Facility Agent may (with the consent of the Obligor or in accordance with
        Clause
37
        (Set-Off))
        apply
        any amount received by it for that Obligor in or towards payment (on the
        date
        and in the currency and funds of receipt) of any amount due from that Obligor
        under the Finance Documents or in or towards purchase of any amount of any
        currency to be so applied.

       

      
        	
                36.4

              	
                Clawback

              


      

      
        	
                (a)

              	
                Where
                  a sum is to be paid to the Facility Agent under the Finance Documents
                  for
                  another Party, the Facility Agent is not obliged to pay that sum
                  to that
                  other Party (or to enter into or perform any related exchange contract)
                  until it has been able to establish to its satisfaction that it
                  has
                  actually received that sum.

              


      

       

      
        	
                (b)

              	
                If
                  the Facility Agent pays an amount to another Party and it proves
                  to be the
                  case that the Facility Agent had not actually received that amount,
                  then
                  the Party to whom that amount (or the proceeds of any related exchange
                  contract) was paid by the Facility Agent shall on demand refund
                  the same
                  to the Facility Agent together with interest on that amount from
                  the date
                  of payment to the date of receipt by the Facility Agent, calculated
                  by the
                  Facility Agent to reflect its cost of funds
                  provided
                  that no
                  Borrower will have any obligation to refund any such sum received
                  by it
                  and which is subject to Clause 4.5
                  (Certain
                  Funds).

              


      

      
         

        
          
            
            

          

          
            184

            
              

            

          

          
            
            

          

        

      

       

      
        	
                36.5

              	
                Partial
                  payments

              


      

      
        	
                (a)

              	
                If
                  the Facility Agent receives a payment for application against amounts
                  due
                  in respect of any Finance Documents that is insufficient to discharge
                  all
                  the amounts then due and payable by an Obligor under those Finance
                  Documents, the Facility Agent shall apply that payment towards
                  the
                  obligations of that Obligor under those Finance Documents in the
                  following
                  order:

              


      

       

      
        	 	
                (i)

              	
                first,
                  in or towards payment pro
                  rata
                  of
                  any unpaid fees, costs and expenses of the Facility Agent, the
                  Arranger,
                  the Issuing Bank and the Security Agent under those Finance
                  Documents;

              


      

       

      
        	 	
                (ii)

              	
                secondly,
                  in or towards payment pro
                  rata
                  of
                  any accrued interest, fee or commission due but unpaid under those
                  Finance
                  Documents;

              


      

       

      
        	 	
                (iii)

              	
                thirdly,
                  in or towards payment pro
                  rata
                  of
                  any principal due but unpaid under those Finance Documents and
                  any amount
                  due but unpaid under Clause 7.2
                  (Claims
                  under a Letter of Credit)
                  and Clause 7.3
                  (Indemnities);
                  and

              


      

       

      
        	 	
                (iv)

              	
                fourthly,
                  in or towards payment pro
                  rata
                  of
                  any other sum due but unpaid under the Finance
                  Documents.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent shall, if so directed by the Majority Lenders, vary
                  the
                  order set out in paragraphs (a)(ii) to (iv)
                  above.

              


      

       

      
        	
                (c)

              	
                Paragraphs
                  (a) and (b) above will override any appropriation made by an
                  Obligor.

              


      

       

      
        	
                36.6

              	
                No
                  set-off by Obligors

              


      

      All
        payments to be made by an Obligor under the Finance Documents shall be
        calculated and be made without (and free and clear of any deduction for)
        set-off
        or counterclaim.

       

      
        	
                36.7

              	
                Business
                  Days

              


      

      
        	
                (a)

              	
                Any
                  payment which is due to be made on a day that is not a Business
                  Day shall
                  be made on the next Business Day in the same calendar month (if
                  there is
                  one) or the preceding Business Day (if there is
                  not).

              


      

       

      
        	
                (b)

              	
                During
                  any extension of the due date for payment of any principal or Unpaid
                  Sum
                  under this Agreement interest is payable on the principal or Unpaid
                  Sum at
                  the rate payable on the original due
                  date.

              


      

       

      
        	
                36.8

              	
                Currency
                  of account

              


      

      
        	
                (a)

              	
                Subject
                  to paragraphs (b) to (e) below, the Base Currency is the currency
                  of
                  account and payment for any sum due from an Obligor under any Finance
                  Document.

              


      

       

      
        	
                (b)

              	
                A
                  repayment of a Utilisation or Unpaid Sum or a part of a Utilisation
                  or
                  Unpaid Sum shall be made in the currency in which that Utilisation
                  or
                  Unpaid Sum is denominated on its due
                  date.

              


      

       

      
        	
                (c)

              	
                Each
                  payment of interest shall be made in the currency in which the
                  sum in
                  respect of which the interest is payable was denominated when that
                  interest accrued.

              


      

      
         

        
          
            
            

          

          
            185

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (d)

              	
                Each
                  payment in respect of costs, expenses or Taxes shall be made in
                  the
                  currency in which the costs, expenses or Taxes are
                  incurred.

              


      

       

      
        	
                (e)

              	
                Any
                  amount expressed to be payable in a currency other than the Base
                  Currency
                  shall be paid in that other
                  currency.

              


      

       

      
        	
                36.9

              	
                Change
                  of currency

              


      

      
        	
                (a)

              	
                Unless
                  otherwise prohibited by law, if more than one currency or currency
                  unit
                  are at the same time recognised by the central bank of any country
                  as the
                  lawful currency of that country,
                  then:

              


      

       

      
        	 	
                (i)

              	
                any
                  reference in the Finance Documents to, and any obligations arising
                  under
                  the Finance Documents in, the currency of that country shall be
                  translated
                  into, or paid in, the currency or currency unit of that country
                  designated
                  by the Facility Agent (after consultation with the Company);
                  and

              


      

       

      
        	 	
                (ii)

              	
                any
                  translation from one currency or currency unit to another shall
                  be at the
                  official rate of exchange recognised by the central bank for the
                  conversion of that currency or currency unit into the other, rounded
                  up or
                  down by the Facility Agent (acting
                  reasonably).

              


      

       

      
        	
                (b)

              	
                If
                  a change in any currency of a country occurs, this Agreement will,
                  to the
                  extent the Facility Agent (acting reasonably and after consultation
                  with
                  the Company)
                  specifies to be necessary, be amended to comply with any generally
                  accepted conventions and market practice in the Relevant Interbank
                  Market
                  and otherwise to reflect the change in
                  currency.

              


      

       

      
        	
                37.

              	
                
                  SET-OFF

                

              


      

       

      
        	
                (a)

              	
                If
                  an Event of Default is continuing, a Finance Party may set off
                  any matured
                  obligation due from an Obligor under the Finance Documents (to
                  the extent
                  beneficially owned by that Finance Party) against any matured obligation
                  owed by that Finance Party to that Obligor, regardless of the place
                  of
                  payment, booking branch or currency of either obligation.
                  If
                  the obligations are in different currencies, the Finance Party
                  may convert
                  either obligation at a market rate of exchange in its usual course
                  of
                  business for the purpose of the
                  set-off.

              


      

       

      
        	
                (b)

              	
                Any
                  credit balances taken into account by an Ancillary Lender, Fronting
                  Ancillary Lender or Fronted Ancillary Lender when operating a net
                  limit in
                  respect of any overdraft under an Ancillary Facility or Fronted
                  Ancillary
                  Facility shall on enforcement of the Finance Documents be applied
                  first in
                  reduction of the overdraft provided under that Ancillary Facility
                  or
                  Fronted Ancillary Facility (as appropriate) in accordance with
                  its
                  terms.

              


      

       

      
        	
                38.

              	
                
                  NOTICES

                

              


      

       

      
        	
                38.1

              	
                Communications
                  in writing

              


      

      Any
        communication to be made under or in connection with the Finance Documents
        shall
        be made in writing and, unless otherwise stated, may be made by fax or
        letter.

       

      
        	
                38.2

              	
                Addresses

              


      

      The
        address and fax number (and the department or officer, if any, for whose
        attention the communication is to be made) of each Party for any communication
        or document to be made or delivered under or in connection with the Finance
        Documents is:

      
         

        
          
            
            

          

          
            186

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (a)

              	
                in
                  the case of the Company, that identified with its
                  name below; 

              


      

       

      
        	 	
                (b)

              	
                in
                  the case of each Lender, the Issuing Bank, each Ancillary Lender,
                  each
                  Fronting Ancillary Lender, each Fronted Ancillary Lender, that
                  notified in
                  writing to the Facility Agent on or prior to the date on which
                  it becomes
                  a Party; and

              


      

       

      
        	 	
                (c)

              	
                in
                  the case of the Facility Agent or the Security Agent, that identified
                  with
                  its name below,

              


      

       

      or
        any
        substitute address, fax number or department or officer as the Party may
        notify
        to the Facility Agent (or the Facility Agent may notify to the other Parties,
        if
        a change is made by the Facility Agent) by not less than five Business Days'
        notice.

       

      
        	
                38.3

              	
                Delivery

              


      

      
        	
                (a)

              	
                Any
                  communication or document made or delivered by one person to another
                  under
                  or in connection with the Finance Documents will only be
                  effective:

              


      

       

      
        	 	
                (i)

              	
                if
                  by way of fax, when received in legible form;
                  or

              


      

       

      
        	 	
                (ii)

              	
                if
                  by way of letter, when it has been left at the relevant address
                  or five
                  Business Days after being deposited in the post postage prepaid
                  in an
                  envelope addressed to it at that
                  address,

              


      

       

      and,
        if a
        particular department or officer is specified as part of its address details
        provided under Clause 38.2
        (Addresses),
        if
        addressed to that department or officer.

       

      
        	
                (b)

              	
                Any
                  communication or document to be made or delivered to the Facility
                  Agent or
                  the Security
                  Agent will be effective only when actually received by the Facility
                  Agent
                  or Security Agent and then only if it is expressly marked for the
                  attention of the department or officer identified with the Facility
                  Agent's or Security Agent's signature below (or any substitute
                  department
                  or officer as the Facility Agent or Security Agent shall specify
                  for this
                  purpose).

              


      

       

      
        	
                (c)

              	
                All
                  notices from or to an Obligor shall be sent through the Facility
                  Agent.

              


      

       

      
        	
                (d)

              	
                Any
                  communication or document made or delivered to the Company in accordance
                  with this Clause 38.3
                  will be deemed to have been made or delivered to each of the
                  Obligors.

              


      

       

      
        	
                38.4

              	
                Notification
                  of address and fax number

              


      

      Promptly
        upon receipt of notification of an address or fax number or change of address
        or
        fax number pursuant to Clause 38.2
        (Addresses)
        or
        changing its own address or fax number, the Facility Agent shall notify the
        other Parties.

       

      
        	
                38.5

              	
                Electronic
                  communication

              


      

      
        	
                (a)

              	
                Any
                  communication to be made between the Facility Agent or the Security
                  Agent and a Lender under or in connection with the Finance Documents
                  may
                  be made by electronic mail or other electronic means, if the Facility
                  Agent, the Security Agent and the relevant
                  Lender:

              


      

       

      
        	 	
                (i)

              	
                agree
                  that, unless and until notified to the contrary, this is to be
                  an accepted
                  form of communication;

              


      

       

      
        	 	
                (ii)

              	
                notify
                  each other in writing of their electronic mail address and/or any
                  other
                  information required to enable the sending and receipt of information
                  by
                  that means; and

              


      

      
         

        
          
            
            

          

          
            187

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (iii)

              	
                notify
                  each other of any change to their address or any other such information
                  supplied by them.

              


      

       

      
        	
                (b)

              	
                Any
                  electronic communication made between the Facility Agent and a
                  Lender or
                  the Security
                  Agent will be effective only when actually received in readable
                  form and
                  in the case of any electronic communication made by a Lender to
                  the
                  Facility Agent or the Security Agent only if it is addressed in
                  such a
                  manner as the Facility Agent or Security Agent shall specify for
                  this
                  purpose.

              


      

       

      
        	
                38.6

              	
                Use
                  of websites

              


      

      
        	
                (a)

              	
                The
                  Company
                  may satisfy its obligation under this Agreement to deliver any
                  information
                  in relation to those Lenders (the "Website
                  Lenders")
                  who accept this method of communication by posting this information
                  onto
                  an electronic website designated by the Company and the Facility
                  Agent
                  (the "Designated
                  Website")
                  if:

              


      

       

      
        	 	
                (i)

              	
                the
                  Facility Agent expressly agrees (after consultation with each of
                  the
                  Lenders) that it will accept communication of the information by
                  this
                  method;

              


      

       

      
        	 	
                (ii)

              	
                both
                  the Company
                  and the Facility Agent are aware of the address of and any relevant
                  password specifications for the Designated Website;
                  and

              


      

       

      
        	 	
                (iii)

              	
                the
                  information is in a format previously agreed between the Company
                  and the
                  Facility Agent.

              


      

       

      If
        any
        Lender (a "Paper
        Form Lender")
        does
        not agree to the delivery of information electronically then the Facility
        Agent
        shall notify the Company accordingly and the Company shall at its own cost,
        supply the information to the Facility Agent (in sufficient copies for each
        Paper Form Lender) in paper form. In any event the Company shall at its own
        cost, supply the Facility Agent with at least one copy in paper form of any
        information required to be provided by it.

       

      
        	
                (b)

              	
                The
                  Facility Agent shall supply each Website Lender with the address
                  of and
                  any relevant password specifications for the Designated Website
                  following
                  designation of that website by the Company
                  and the Facility Agent.

              


      

       

      
        	
                (c)

              	
                The
                  Company shall promptly upon becoming aware of its occurrence notify
                  the
                  Facility Agent if:

              


      

       

      
        	 	
                (i)

              	
                the
                  Designated Website cannot be accessed due to technical
                  failure;

              


      

       

      
        	 	
                (ii)

              	
                the
                  password specifications for the Designated Website
                  change;

              


      

       

      
        	 	
                (iii)

              	
                any
                  new information which is required to be provided under this Agreement
                  is
                  posted onto the Designated Website;

              


      

       

      
        	 	
                (iv)

              	
                any
                  existing information which has been provided under this Agreement
                  and
                  posted onto the Designated Website is amended;
                  or

              


      

       

      
        	 	
                (v)

              	
                the
                  Company
                  becomes aware that the Designated Website or any information posted
                  onto
                  the Designated Website is or has been infected by any electronic
                  virus or
                  similar software.

              


      

      
         

        
          
            
            

          

          
            188

            
              

            

          

          
            
            

          

        

      

       

      If
        the
Company
        notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above,
        all information to be provided by the Company under this Agreement after
        the
        date of that notice shall be supplied in paper form unless and until the
        Facility Agent and each Website Lender is satisfied that the circumstances
        giving rise to the notification are no longer continuing.

       

      
        	
                (d)

              	
                Any
                  Website Lender may request, through the Facility Agent, one paper
                  copy of
                  any information required to be provided under this Agreement which
                  is
                  posted onto the Designated Website.
                  The Company shall at its own cost comply with any such request
                  within ten
                  Business Days.

              


      

       

      
        	
                38.7

              	
                English
                  language

              


      

      
        	
                (a)

              	
                Any
                  notice given under or in connection with any Finance Document must
                  be in
                  English.

              


      

       

      
        	
                (b)

              	
                All
                  other documents provided under or in connection with any Finance
                  Document
                  must be:

              


      

       

      
        	 	
                (i)

              	
                in
                  English; or

              


      

       

      
        	 	
                (ii)

              	
                if
                  not in English, and if so required by the Facility Agent, accompanied
                  by a
                  certified English translation and, in this case, the English translation
                  will prevail unless the document is a constitutional, statutory
                  or other
                  official document.

              


      

       

      
        	
                39.

              	
                
                  CALCULATIONS
                    AND CERTIFICATES

                

              


      

       

      
        	
                39.1

              	
                Accounts

              


      

      In
        any
        litigation or arbitration proceedings arising out of or in connection with
        a
        Finance Document, the entries made in the accounts maintained by a Finance
        Party
        are prima
        facie
        evidence
        of the matters to which they relate.

       

      
        	
                39.2

              	
                Certificates
                  and determinations

              


      

      Any
        certification or determination by a Finance Party of a rate or amount under
        any
        Finance Document is, in the absence of manifest error, conclusive evidence
        of
        the matters to which it relates.

       

      
        	
                39.3

              	
                Day
                  count convention

              


      

      Any
        interest, commission or fee accruing under a Finance Document will accrue
        from
        day to day and is calculated on the basis of the actual number of days elapsed
        and a year of 360 days or, in any case where the practice in the Relevant
        Interbank Market differs, in accordance with that market practice.

       

      
        	
                40.

              	
                
                  PARTIAL
                    INVALIDITY

                

              


      

       

      If,
        at
        any time, any provision of the Finance Documents is or becomes illegal, invalid
        or unenforceable in any respect under any law of any jurisdiction, neither
        the
        legality, validity or enforceability of the remaining provisions nor the
        legality, validity or enforceability of such provision under the law of any
        other jurisdiction will in any way be affected or impaired.

       

      
        	
                41.

              	
                
                  REMEDIES
                    AND WAIVERS

                

              


      

       

      No
        failure to exercise, nor any delay in exercising, on the part of any Finance
        Party or Secured Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any right
        or
        remedy prevent any further or other exercise or the exercise of any other
        right
        or remedy.
        The
        rights and remedies provided in this Agreement are cumulative and not exclusive
        of any rights or remedies provided by law.

      
         

        
          
            
            

          

          
            189

            
              

            

          

          
            
            

          

        

      

       

      
        	
                42.

              	
                
                  AMENDMENTS
                    AND WAIVERS

                

              


      

       

      
        	
                42.1

              	
                Required
                  consents

              


      

      
        	
                (a)

              	
                Subject
                  to Clause 42.2
                  (Exceptions)
                  any term of the Finance Documents may be amended or waived only
                  with the
                  consent of the Majority Lenders and the Company and any such amendment
                  or
                  waiver will be binding on all
                  Parties.

              


      

       

      
        	
                (b)

              	
                The
                  Facility Agent may effect, on behalf of any Finance Party, any
                  amendment
                  or waiver permitted by this Clause 42.

              


      

       

      
        	
                (c)

              	
                Each
                  Obligor agrees to any such amendment or waiver permitted by this
                  Clause
                  42
                  which is agreed to by the Company; this includes any amendment
                  or waiver
                  which would, but for this paragraph (c), require the consent of
                  all of the
                  Guarantors.

              


      

       

      
        	
                42.2

              	
                Exceptions

              


      

      
        	
                (a)

              	
                An
                  amendment or waiver that has the effect of changing or which relates
                  to:

              


      

       

      
        	 	
                (i)

              	
                the
                  definition of "Change
                  of Control"
                  or "Majority
                  Lenders"
                  or "Super
                  Majority Lenders"
                  in Clause 1.1
                  (Definitions);

              


      

       

      
        	 	
                (ii)

              	
                any
                  provision which expressly requires the consent of all the
                  Lenders;

              


      

       

      
        	 	
                (iii)

              	
                Clause
                  2.2
                  (Finance
                  Parties' rights and obligations),
                  Clause 31
                  (Changes
                  to the Lenders)
                  or Clause 35
                  (Sharing
                  among the Finance Parties)
                  (other than changes consequential on or required to implement a
                  Structural
                  Adjustment);

              


      

       

      
        	 	
                (iv)

              	
                the
                  provisions of this Clause 42
                  including the definition of "Structural
                  Adjustment";

              


      

       

      
        	 	
                (v)

              	
                any
                  waiver of an obligation to prepay on an Exit;
                  or

              


      

       

      
        	 	
                (vi)

              	
                any
                  amendment to the order of priority or subordination under the
                  Intercreditor Agreement or the manner in which the proceeds of
                  enforcement
                  of the Transaction Security are distributed (other than changes
                  consequential on or required to implement a Structural
                  Adjustment),

              


      

       

      shall
        not
        be made without the prior consent of all the Lenders.

       

      
        	
                (b)

              	
                An
                  amendment or waiver that has the effect of releasing any guarantees
                  or
                  Transaction Security (unless permitted under this Agreement or
                  any other
                  Finance Document or relating to a sale or disposal of an asset
                  which is
                  the subject of the Transaction Security where such sale or disposal
                  is a
                  Permitted Disposal or a Permitted Transaction or any other disposal
                  or
                  transaction to which the Majority Lenders have consented in accordance
                  with the Finance Documents) shall not be made without the prior
                  consent of
                  the Super Majority Lenders.

              


      

       

      
        	
                (c)

              	
                Any
                  amendment or waiver which relates to the rights or obligations
                  applicable
                  to a particular Utilisation, Loan, Facility or class of Lenders,
                  and which
                  does not materially and adversely affect the rights or interests
                  of
                  Lenders in respect of other Utilisations, Loans, Facilities or
                  another
                  class of Lender, shall only require the consent of the Majority
                  Lenders
                  (or the relevant Super Majority Lenders, as the case may be) as
                  if
                  references in this clause to "Lenders" were only to Lenders participating
                  in that Utilisation, Loan, Facility or forming part of that affected
                  class. For the avoidance of doubt, the prepayment of the Mezzanine
                  Facility in full or in part other than as permitted under the Finance
                  Documents shall require only the consent of the Majority Lenders
                  under the
                  Term Facilities.

              


      

      
         

        
          
            
            

          

          
            190

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (d)

              	
                An
                  amendment or waiver which relates to the rights or obligations
                  of the
                  Facility Agent, the Arranger, the Issuing Bank, any Hedge Counterparty,
                  the Security Agent or any Ancillary Lender or a Fronting Ancillary
                  Lender
                  or a Fronted Ancillary Lender may not be effected without the consent
                  of
                  the Facility Agent, the Arranger, the Issuing Bank, that Hedge
                  Counterparty, the Security Agent, that Ancillary Lender, that Fronting
                  Ancillary Lender or that Fronted Ancillary
                  Lender.

              


      

       

      
        	
                (e)

              	
                Subject
                  to the provisions of the Intercreditor Agreement, a Structural
                  Adjustment
                  may be approved with the consent of the Majority Lenders and of
                  each
                  Lender that is assuming a Commitment or an increased Commitment
                  in the
                  relevant Loan or Facility or whose Commitment is being extended
                  or
                  redenominated or to whom any amount is owing which is being reduced,
                  deferred or redenominated (as the case may
                  be).

              


      

       

      
        	
                (f)

              	
                For
                  the purposes of this Clause 42
                  "Structural
                  Adjustment"
                  means an amendment, waiver or variation of the terms of some or
                  all of the
                  Finance Documents that results from or is intended to result from
                  or
                  constitutes:

              


      

       

      
        	 	
                (i)

              	
                the
                  introduction of an additional loan, commitment or facility into
                  this
                  Agreement;

              


      

       

      
        	 	
                (ii)

              	
                an
                  increase in or addition of any Commitment, any extension of the
                  availability or maturity of any Commitment, any redenomination
                  of any
                  Commitment into another currency except as set out in this Agreement
                  and
                  any extension of the date for or redenomination of, or a reduction
                  of, any
                  amount owing under a Finance
                  Document;

              


      

       

      
        	 	
                (iii)

              	
                an
                  extension to the date of payment or maturity of any principal,
                  interest,
                  fees, commission or other amount payable under the Finance
                  Documents;

              


      

       

      
        	 	
                (iv)

              	
                a
                  reduction in the Margin or a reduction in any payment of principal,
                  interest, fees, commission or other amount
                  payable;

              


      

       

      
        	 	
                (v)

              	
                a
                  change in currency of payment of any principal, interest, fees,
                  commission
                  or other amount payable under the Finance Documents;
                  and

              


      

       

      
        	 	
                (vi)

              	
                any
                  amendment to the Finance Documents (including changes to, the taking
                  of or
                  the release coupled with the immediate retaking of security) consequential
                  on or required to implement or reflect anything described above
                  in
                  paragraphs (i) to (v) above.

              


      

       

      
        	
                (g)

              	
                If
                  a Lender does not accept or reject a waiver or request within 15
                  Business
                  Days (unless the Company
                  and the Facility Agent agree to a longer time period in relation
                  to any
                  request) or abstains from accepting or rejecting a request of it
                  being
                  made, its Commitment and/or participation shall not be included
                  for the
                  purpose of calculating the Total Commitments or participations
                  under the
                  relevant Facility when ascertaining whether a certain percentage
                  of Total
                  Commitments and/or participations has been obtained to approve
                  an
                  amendment or waiver or (in relation to a Structural Adjustment)
                  whether
                  the consent of all of the Lenders under the relevant Facility has
                  been
                  obtained.

              


      

      
         

        
          
            
            

          

          
            191

            
              

            

          

          
            
            

          

        

      

       

      
        	
                (h)

              	
                The
                  Commitment and/or participation of any Non-Consenting Lender shall
                  not be
                  included for the purpose of calculating the Total Commitments or
                  participations under the relevant Facility when ascertaining whether
                  a
                  certain percentage of Total Commitments and/or participations has
                  been
                  obtained if, within 3 Business Days of the Company's request, such
                  Non-Consenting Lender has not entered into a legally binding agreement
                  to
                  transfer its Commitment and/or participation to another person
                  eligible to
                  become a Lender.

              


      

       

      
        	
                43.

              	
                
                  COUNTERPARTS

                

              


      

       

      Each
        Finance Document (except
        when governed by French law) may be executed in any number of counterparts,
        and
        this has the same effect as if the signatures on the counterparts were on
        a
        single copy of the Finance Document.

       

      
        	
                44.

              	
                
                  US
                    PATRIOT ACT

                

              


      

       

      Each
        Lender and the Facility
        Agent (for itself and not on behalf of any Lender) hereby notifies the Obligors
        that pursuant to the requirements of the US Patriot Act, it is required to
        obtain, verify and record information that identifies each Obligor, which
        information includes the name and address of such Obligor and other information
        that will allow such Lender or the Facility Agent, as applicable, to identify
        such Obligor in accordance with the US Patriot Act. Each of the Obligors
        shall,
        and shall cause each of its Subsidiaries to, provide such information and
        take
        such actions as are reasonably requested by the Facility Agent or any Lender
        in
        order to assist the Facility Agent and the Lenders in maintaining compliance
        with the US Patriot Act.

      
         

        
          
            
            

          

          
            192

            
              

            

          

          
            
            

          

        

      


      SECTION
        12

       

      GOVERNING
        LAW AND ENFORCEMENT

       

      
        	
                45.

              	
                
                  GOVERNING
                    LAW

                

              


      

       

      This
        Agreement is governed by English law.

       

      
        	
                46.

              	
                
                  ENFORCEMENT

                

              


      

       

      
        	
                46.1

              	
                Jurisdiction
                  of English courts

              


      

      
        	
                (a)

              	
                The
                  courts of England have exclusive jurisdiction to settle any dispute
                  arising out of or in connection with this Agreement (including
                  a dispute
                  regarding the existence, validity or termination of this Agreement)
                  (a
                  "Dispute").

              


      

       

      
        	
                (b)

              	
                The
                  Parties agree that the courts of England are the most appropriate
                  and
                  convenient courts to settle Disputes and accordingly no Party will
                  argue
                  to the contrary.

              


      

       

      
        	
                (c)

              	
                This
                  Clause 46.1
                  is
                  for the benefit of the Finance Parties and Secured Parties only.
                  As a
                  result, no Finance Party or Secured Party shall be prevented from
                  taking
                  proceedings relating to a Dispute in any other courts with jurisdiction.
                  To the extent allowed by law, the Finance Parties and Secured Parties
                  may
                  take concurrent proceedings in any number of
                  jurisdictions.

              


      

       

      
        	
                46.2

              	
                Service
                  of process

              


      

      
        	
                (a)

              	
                Without
                  prejudice to any other mode of service allowed under any relevant
                  law,
                  each Obligor (other than an Obligor incorporated in England and
                  Wales):

              


      

       

      
        	 	
                (i)

              	
                irrevocably
                  appoints NDS
                  Finance Limited as its agent for service of process in relation
                  to any
                  proceedings before the English courts in connection with any Finance
                  Document and NDS Finance Limited by its execution of this Agreement,
                  accepts that appointment); and 

              


      

       

      
        	 	
                (ii)

              	
                agrees
                  that failure by an agent for service of process to notify the relevant
                  Obligor of the process will not invalidate the proceedings
                  concerned.

              


      

       

      
        	
                (b)

              	
                If
                  any person appointed as an agent for service of process is unable
                  for any
                  reason to act as agent for service of process, the Company
                  (on behalf of all the Obligors) must immediately (and in any event
                  within
                  20 Business Days of such event taking place) appoint another agent
                  on
                  terms acceptable to the Facility Agent. Failing this, the Facility
                  Agent
                  may appoint another agent for this
                  purpose.

              


      

       

      This
        Agreement has been entered into on the date stated at the beginning of this
        Agreement.

      
         

        
          
            
            

          

          
            193

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        1

      


      The
        Original Parties

       

      PART
        I

       

      The
        Original Obligors

       

      
        	
                Name
                  of Original Borrower

              	
                Registration
                  number (or equivalent, if any)

              
	 	 
	
                The
                  Company

              	
                06617193

              


      

       

      
        	
                Name
                  of Original Guarantor

              	
                Registration
                  number (or equivalent, if any)

              
	 	 
	
                The
                  Company

              	
                06617193

              


      

      
         

        
          
            
            

          

          
            194

            
              

            

          

          
            
            

          

        

      

       

      PART
        II

       

      The
        Original Lenders

       

      
        	
                Name of Original

                Lender

              	 	
                Facility A

                Commitment

              	 	
                Facility B

                Commitment

              	 	
                Facility C

                Commitment

              	 	
                Revolving

                Facility

                Commitment

              	 
	 	 	 	 	 	 	 	 	 	 
	
                JPMorgan
                  Chase Bank, N.A., London Branch

              	 	
                $

              	
                150,000,000

              	 	
                $

              	
                147,500,000

              	 	
                $

              	
                147,500,000

              	 	
                $

              	
                75,000,000

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Morgan
                  Stanley Bank

              	 	
                $

              	
                150,000,000

              	 	
                $

              	
                147,500,000

              	 	
                $

              	
                147,500,000

              	 	 	
                -

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Morgan
                  Stanley Bank International Limited

              	 	 	
                -

              	 	 	
                -

              	 	 	
                -

              	 	
                $

              	
                75,000,000

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total

              	 	
                $

              	
                300,000,000

              	 	
                $

              	
                295,000,000

              	 	
                $

              	
                295,000,000

              	 	
                $

              	
                150,000,000

              	 


      

      
         

        
          
            
            

          

          
            195

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        2

      


      Conditions
        Precedent and conditions subsequent

       

      PART
        I

       

      Conditions
        precedent to initial Utilisation during the Certain Funds
        Period

       

      
        	
                1.

              	
                Documentation

              


      

       

      
        	 	
                (a)

              	
                A
                  copy of the constitutional documents of the
                  Company, the Vendor Loan Note Holder and each Closing Obligor including
                  (except in the case of the Vendor Loan Note Holder, the Parent
                  and the
                  Company) a shareholders' resolution amending its constitutional
                  documents
                  as agreed with the Facility Agent.

              


      

       

      
        	 	
                (b)

              	
                If
                  required under applicable law or practice, a copy of a resolution
                  of the
                  board of directors (or equivalent) of the Company, the Vendor Loan
                  Note
                  Holder and each Closing Obligor:

              


      

       

      
        	 	
                (i)

              	
                approving
                  the terms of, and the transactions contemplated by, the Transaction
                  Documents to which it is a party and resolving that it execute,
                  deliver
                  and perform the Transaction Documents to which it is a
                  party;

              


      

       

      
        	 	
                (ii)

              	
                authorising
                  a specified person or persons to execute the Finance Documents
                  to which it
                  is a party on its behalf;

              


      

       

      
        	 	
                (iii)

              	
                authorising
                  a specified person or persons, on its behalf, to sign and/or despatch
                  all
                  documents and notices (including, if relevant, any Utilisation
                  Request and
                  Selection Notice) to be signed and/or despatched by it under or
                  in
                  connection with the Finance Documents to which it is a party;
                  and

              


      

       

      
        	 	
                (iv)

              	
                in
                  the case of an Obligor other than the Company,
                  authorising the Company to act as its agent in connection with
                  the Finance
                  Documents.

              


      

       

      
        	 	
                (c)

              	
                A
                  specimen of the signature of each person authorised by the resolution
                  referred to in paragraph (b) above in relation to the Finance Documents
                  and related documents.

              


      

       

      
        	 	
                (d)

              	
                If
                  required under applicable law or practice, a copy of a resolution
                  signed
                  by all the holders of the issued shares in the
                  Company and each Closing Obligor (other than the Parent), approving
                  the
                  terms of, and the transactions contemplated by, the Finance Documents
                  to
                  which the relevant Obligor is a
                  party.

              


      

       

      
        	 	
                (e)

              	
                A
                  certificate of an authorised signatory of the Company, the Vendor
                  Loan
                  Note Holder (in agreed form) and each Closing Obligor certifying
                  that each
                  copy document relating to it specified in this Part I of Schedule
                  2 is
                  correct, complete and in full force and effect and has not been
                  amended or
                  superseded and there has not been any breach of guaranteeing or
                  borrowing
                  restrictions, in each case as at a date no earlier than the date
                  of this
                  Agreement.

              


      

       

      
        	 	
                (f)

              	
                Required
                  "know your customer" information in respect of the Company, the
                  Vendor
                  Loan Note Holder and each Closing Obligor and, to the extent required
                  by
                  any Finance Party, the Investors as notified to the Company prior
                  to the
                  date of this Agreement.

              


      

      
         

        
          
            
            

          

          
            196

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (g)

              	
                A
                  certificate as to the existence and good standing (including verification
                  of tax status, if available) of the Vendor Loan Note Holder from
                  the
                  appropriate governmental authorities in the Vendor Loan Note Holder's
                  jurisdiction of organisation and in each other jurisdiction where
                  the
                  Vendor Loan Note Holder is qualified to do business (if any) and
                  where the
                  failure to be so qualified would have a Material Adverse Effect
                  on the
                  Vendor Loan Note Holder.

              


      

       

      
        	
                2.

              	
                Completion
                  Requirements

              


      

       

      
        	 	
                (a)

              	
                Certificates
                  from an authorised signatory of each of Permira and the Parent
                  together
                  certifying that the Investors will make cash contributions or rollover
                  existing investments by way of subscription for ordinary shares,
                  shareholder loans, preferred equity certificates and/or asset or
                  business
                  contributions in an aggregate amount equal to at least 40% of the
                  aggregate funded capital structure at Closing (together, the "Equity
                  Contribution");*

              


      

       

      
        	 	
                (b)

              	
                Substantially
                  simultaneous lending of the Term Facilities and the Mezzanine
                  Facility.*

              


      

       

      
        	 	
                (c)

              	
                The
                  Parent has received sufficient cash which is standing to the credit
                  of the
                  Group Blocked Account which, when aggregated with the amounts to
                  be paid
                  into the Lender Blocked Account under this Agreement and the Mezzanine
                  Facility as evidenced by the utilisation requests submitted thereunder,
                  are sufficient to satisfy its cash payment obligations under the
                  Scheme as
                  set out in the Structure Memorandum and the Funds Flow
                  Statement.*

              


      

       

      
        	 	
                (d)

              	
                Confirmation
                  from Nuclobel Topco 1 S.àr.l. and Nuclobel Topco 2 S.àr.l. that the
                  Permira Holdcos (as defined in the Structure Memorandum) have been
                  capitalised.*

              


      

       

      
        	 	
                (e)

              	
                Evidence
                  that the fees due to the Arranger, the Lenders and the Facility
                  Agent on
                  the Scheme Date and the legal fees which have been agreed to be
                  paid on
                  the Scheme Date and in respect of which an invoice has been provided
                  to
                  the Company have been paid or will be paid on or prior to the Scheme
                  Date
                  (which evidence may be provided by a Utilisation Request in agreed
                  form).*

              


      

       

      
        	
                3.

              	
                Finance
                  Documents

              


      

       

      
        	 	
                (a)

              	
                This
                  Agreement, the Mezzanine
                  Facility Agreement, the Intercreditor Agreement and the Fee Letters
                  executed by the Company and the Closing Obligors party
                  thereto.*

              


      

       

      
        	 	
                (b)

              	
                 

              


      

       

      
        	 	
                (i)

              	
                A
                  debenture from each of the Parent, the Company and each other company
                  incorporated in the United Kingdom which is listed as a Guarantor
                  and
                  marked as "Closing Obligor" in paragraph 5
                  of
                  Schedule 13
                  (Security
                  Principles).*

              


      

       

      
        	 	
                (ii)

              	
                An
                  agreed form English law assignment by way of security granted by
                  the
                  Vendor Loan Note Holder and the VLN Security Trustee in favour
                  of the
                  Security Agent in respect of all their respective rights, title,
                  interest
                  and benefit in and to the Vendor Loan Notes, Vendor Loan Note Instrument
                  and VLN Debentures.*

              


      

      
         

        
          
            
            

          

          
            197

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (c)

              	
                A
                  copy of a side letter in relation to any potential claims against
                  the
                  providers of any of the Reports where any of them have been addressed
                  to
                  Nuclobel Lux 1 S.àr.l.

              


      

       

      
        	 	
                (d)

              	
                The
                  Hedging Letter.

              


      

       

      
        	
                4.

              	
                Legal
                  Opinions

              


      

       

      
        	
                (a)

              	
                Legal
                  opinions from Linklaters as the legal advisers to the Facility
                  Agent
                  relating to entry into the Finance Documents by the Company and
                  each
                  Closing Obligor.

              


      

       

      
        	
                (b)

              	
                Agreed
                  form of legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP,
                  special US counsel to the Vendor Loan Note Holder and the VLN Security
                  Trustee, with respect to their respective capacity to enter into
                  the
                  Finance Documents to which each is
                  party.

              


      

       

      
        	
                (c)

              	
                Agreed
                  form of legal opinion from Linklaters LLP as the legal advisers
                  to the
                  Facility Agent relating to the Finance Documents to which the Vendor
                  Loan
                  Note Holder and the VLN Security Trustee are
                  party.

              


      

       

      
        	
                5.

              	
                Other
                  documents and evidence

              


      

       

      
        	 	
                (a)

              	
                The
                  Base Case Model.

              


      

       

      
        	 	
                (b)

              	
                The
                  Reports (including, except in the case of the Technical Report
                  for which there will be a disclosure letter, reliance letters (or
                  addressee language) in favour of the Finance Parties, the Company
                  and
                  Nuclobel Lux 1 S.àr.l. only).

              


      

       

      
        	 	
                (c)

              	
                The
                  Structure Memorandum (including reliance letters (or addressee
                  language)
                  in favour of the Finance Parties).

              


      

       

      
        	 	
                (d)

              	
                The
                  Funds Flow Statement.

              


      

       

      
        	 	
                (e)

              	
                Group
                  corporate ownership structure chart and list of Material
                  Companies.

              


      

       

      
        	 	
                (f)

              	
                Draft
                  Press Release.

              


      

       

      
        	 	
                (g)

              	
                A
                  copy of each Scheme Document.*

              


      

       

      
        	 	
                (h)

              	
                The
                  following in relation to the
                  Scheme:

              


      

       

      
        	 	
                (i)

              	
                a
                  copy of the shareholder resolution approving the
                  Scheme;*

              


      

       

      
        	 	
                (ii)

              	
                a
                  copy of the Implementation Agreement;*
                  and

              


      

       

      
        	 	
                (iii)

              	
                copy
                  of the court
                  order sanctioning the Scheme;*

              


      

       

      The
        documents
        provided
        in paragraphs (g) - (h) above are not required to be in form and substance
        satisfactory to the Facility Agent.

       

      
        	
                6.

              	
                Miscellaneous

              


      

       

      
        	 	
                (a)

              	
                Evidence
                  that steps 1 to 12
                  specified in the Structure Memorandum to be completed prior to
                  the first
                  utilisation have been completed.*

              


      

       

      
        	 	
                (b)

              	
                Each
                  Vendor Document (other than the VLN Pledges) in agreed
                  form.

              


      

      
         

        
          
            
            

          

          
            198

            
              

            

          

          
            
            

          

        

      

       

      PART
        II

       

      Conditions
        subsequent within 90 days of Closing

       

      
        	
                1.

              	
                Obligors

              


      

       

      
        	 	
                (a)

              	
                A
                  copy of the constitutional documents of each Guarantor,
                  the Vendor Loan Note Holder and the VLN Security Trustee including
                  in
                  relation to a Dutch Obligor, a recent extract from the Dutch trade
                  register (handelsregister)
                  relating to it and in relation to each French Guarantor, a copy
                  of the
                  Extrait
                  K-bis,
                  Certificat
                  de non-faillite
                  and Etat
                  des inscriptions,
                  not more than 10 days old.

              


      

       

      
        	 	
                (b)

              	
                If
                  required under applicable law or practice, a copy of a resolution
                  of the
                  board of directors (or equivalent) of each Guarantor, the Vendor
                  Loan Note
                  Holder and the VLN Security
                  Trustee:

              


      

       

      
        	 	
                (i)

              	
                approving
                  the terms of, and the transactions contemplated by, the Accession
                  Letter
                  and the Finance Documents to which it is a party and resolving
                  that it
                  execute, deliver and perform the Accession Letter and any other
                  Finance
                  Documents to which it is a party;

              


      

       

      
        	 	
                (ii)

              	
                authorising
                  a specified person or persons to execute the Accession Letter and
                  any
                  other Finance Documents to which it is a party on its
                  behalf;

              


      

       

      
        	 	
                (iii)

              	
                authorising
                  a specified person or persons, on its behalf, to sign and/or despatch
                  all
                  documents and notices (including, if relevant, any Utilisation
                  Request and
                  Selection Notice) to be signed and/or despatched by it under or
                  in
                  connection with the Finance Documents to which it is a party;
                  and

              


      

       

      
        	 	
                (iv)

              	
                authorising
                  the Company
                  to act as its agent in connection with the Finance
                  Documents.

              


      

       

      
        	 	
                (c)

              	
                A
                  specimen of the signature of each person authorised by the resolution
                  referred to in paragraph (b) above in relation to the Finance Documents
                  and related documents.

              


      

       

      
        	 	
                (d)

              	
                If
                  required under applicable law or practice, a copy of a resolution
                  signed
                  by all the holders of the issued shares in each Guarantor (which
                  are
                  members of the Group), approving the terms of, and the transactions
                  contemplated by, the Finance Documents to which the Guarantor is
                  a
                  party.

              


      

       

      
        	 	
                (e)

              	
                A
                  certificate of an authorised signatory of the Guarantor, the Vendor
                  Loan
                  Note Holder and the VLN Security Trustee certifying that each copy
                  document relating to it specified in this Part II of Schedule 2
                  is
                  correct, complete and in full force and effect and has not been
                  amended or
                  superseded and there has not been any breach of guaranteeing or
                  borrowing
                  restrictions.

              


      

       

      
        	 	
                (f)

              	
                In
                  respect of a Dutch Obligor, if required, a copy of a resolution
                  of its
                  general meeting of shareholders or board of supervisory directors
                  (if any)
                  approving its execution and the terms of, and the transactions
                  contemplated by, the Finance Documents (and, if applicable, appointing
                  one
                  or more authorised persons to represent the relevant Dutch Obligor
                  in case
                  of a conflict of interest) and of a concurring unconditional advice
                  of any
                  works council or union which has advisory rights in respect of
                  the
                  transactions contemplated in the Finance
                  Documents.

              


      

      
         

        
          
            
            

          

          
            199

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (g)

              	
                If
                  such Guarantor is a US Obligor and in the case of the Vendor Loan
                  Note
                  Holder and VLN Security Trustee, a certificate as to the existence
                  and
                  good standing (including verification of tax status, if available)
                  of the
                  US Obligor from the appropriate governmental authorities in such
                  US
                  Obligor's jurisdiction of organisation and in each other jurisdiction
                  where such US Obligor is qualified to do business (if any) and
                  where the
                  failure to be so qualified would have a Material Adverse Effect
                  on such US
                  Obligor.

              


      

       

      
        	 	
                (h)

              	
                If
                  such Guarantor is a US Obligor, a solvency
                  certificate.

              


      

       

      
        	 	
                (i)

              	
                In
                  the case of US Obligors, control agreements with respect to deposit
                  accounts as required by the relevant Transaction Security
                  Document.

              


      

       

      
        	
                2.

              	
                Documents

              


      

       

      
        	 	
                (a)

              	
                Accession
                  of each Guarantor as a guarantor of the Senior Facilities and the
                  Mezzanine Facility and the Intercreditor
                  Agreement.

              


      

       

      
        	 	
                (b)

              	
                In
                  relation to any French Borrower, a copy of a TEG letter substantially
                  in
                  the form set out in Schedule 14 (TEG
                  Letter).

              


      

       

      
        	 	
                (c)

              	
                Each
                  Transaction Security Document (and any documents agreed to be provided
                  thereunder) executed by each Guarantor specified below opposite
                  the
                  relevant Transaction Security Document and, in the case of the
                  share
                  pledge over NDS Holdings B.V., also executed by NDS Holdings
                  B.V.:

              


      

      

        
          	
                  Name of Guarantor

                	 	
                  Transaction Security Document

                
	 	 	 
	
                  NDS
                    Finance Limited

                   

                	 	
                  Share
                    Pledge over NDS Americas Inc.

                   

                  Share
                    Pledge over NDS Holdings B.V

                   

                  Pledge
                    over IP rights in the US (if any).

                   

                
	
                  NDS
                    Limited

                   

                	 	
                  Share
                    Pledge over NDS Technologies France SAS

                   

                  Pledge
                    over IP rights in the US

                   

                
	
                  News
                    Datacom Limited

                   

                	 	
                  Pledge
                    over IP rights in the US.

                   

                
	
                  NDS
                    Technologies France
                    SAS

                   

                	 	
                  Pledge
                    over Bank Accounts

                   

                  Pledge
                    over Intercompany Receivables, if any

                   

                  Pledge
                    over Trading Receivables (or Dailly assignment) without notification
                    to
                    the relevant debtor 

                   

                  Pledge
                    over IP, if any

                   

                  Pledge
                    over insurance proceeds (if
                    applicable)

                


        

         

        
          
            
            

          

          
            200

            
              

            

          

          
            
            

          

        

         

        
          	
                  Name of Guarantor

                	 	
                  Transaction Security Document

                
	
                  NDS
                    Sweden AB

                   

                	 	
                  Share
                    Pledge over NDS Technologies Israel Limited

                   

                  Business
                    Mortgage(s), if any

                   

                  Real
                    Estate Mortgage(s) (if any material real estate)

                   

                  Pledge
                    over intercompany loans, if any

                   

                  Pledge
                    over IP rights, if any

                   

                
	
                  NDS
                    Americas Inc.

                   

                	 	
                  Security
                    Agreement

                   

                  Pledge
                    Agreement, (if required in accordance with the Security
                    Principles)

                   

                  Deposit
                    Account Control Agreement, if any

                   

                  Mortgages/Deed
                    of Trust (if any material real estate)

                   

                
	
                  NDS
                    Holdings B.V.

                   

                	 	
                  Share
                    Pledge over NDS Sweden AB 

                   

                
	
                  NDS
                    Technologies Israel Limited

                   

                	 	
                  Floating
                    Charge Agreement (which, for the avoidance of doubt, shall be
                    second
                    ranking for so long as the existing Security in favour of the
                    State of
                    Israel remains in place)

                   

                
	
                  Parent

                   

                	 	
                  Pledge
                    over IP rights in the US (if any)

                   

                
	
                  Digi-Media
                    Vision Limited

                	 	
                  Pledge
                    over IP rights in the US (if
                    any)

                


        

      

       

      
        	 	
                (d)

              	
                A
                  New York law assignment by way of security (and any documents agreed
                  to be
                  provided thereunder) granted by the Vendor Loan Note Holder and
                  the VLN
                  Security Trustee in favour of the Security Agent in respect of
                  all their
                  respective rights, title, interest and benefit under the VLN
                  Pledges.

              


      

       

      
        	 	
                (e)

              	
                A
                  copy of the constitutional documents of any member of the Group
                  whose
                  shares are subject to Security under any Transaction Security Document
                  referred to in paragraph (c) above, together with any resolutions
                  of the
                  shareholders of that member of the Group adopting such changes
                  to the
                  constitutional documents of that member of the Group as may be
                  necessary
                  to enable the Security Agent to enforce the Transaction Security
                  without
                  restriction by that member of the Group or its
                  directors.

              


      

       

      
        
          
          

        

        
          201

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Legal
                  opinions

              


      

       

      
        	 	
                (a)

              	
                Legal
                  opinions from the legal advisers to the Facility Agent relating
                  to entry
                  into the Finance Documents by the Guarantors and, where customary
                  in the
                  relevant jurisdictions and with respect to capacity only, from
                  the legal
                  advisers of the relevant Guarantor.

              


      

       

      
        	 	
                (b)

              	
                A
                  legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP, special US
                  counsel to the Vendor Loan Note Holder and the VLN Security Trustee,
                  with
                  respect to their respective capacity to enter into the New York
                  law
                  assignment referred to in paragraph 2(d)
                  above.

              


      

       

      
        	 	
                (c)

              	
                A
                  legal opinion by Linklaters LLP as the New York law legal advisers
                  to the
                  Facility Agent relating to the New York law assignment referred
                  to in
                  paragraph 2(d) above.

              


      

       

      
        	
                4.

              	
                Other
                  documents and evidence

              


      

       

      
        	 	
                (a)

              	
                If
                  the proposed Guarantor is incorporated in a jurisdiction other
                  than
                  England and Wales, evidence that the agent for service of process
                  specified in Clause 46.2
                  (Service
                  of process),
                  if not an Obligor, has accepted its appointment in relation to
                  the
                  proposed Guarantor.

              


      

       

      
        	 	
                (b)

              	
                Required
                  "know your customer" information in relation to the
                  Guarantor.

              


      

       

      
        	 	
                (c)

              	
                Such
                  documentary evidence as legal counsel to the Facility Agent may
                  reasonably
                  require, that such Guarantor has complied with any procedures reasonably
                  required in its jurisdiction to permit the giving of financial
                  assistance
                  or analogous process.

              


      

       

      
        	 	
                (d)

              	
                The
                  VLN Pledges (each dated on a date after the equivalent Transaction
                  Security Documents listed in paragraph 2(c)
                  above).

              


      

      
         

        
          
            
            

          

          
            202

            
              

            

          

          
            
            

          

        

      

       

      PART
        III

       

      Conditions
        Precedent required to be delivered by an Additional
        Obligor

       

      
        	
                1.

              	
                Obligors

              


      

       

      
        	 	
                (a)

              	
                A
                  copy of the constitutional documents of the Additional Obligor
                  including in relation to a Dutch Obligor, a recent extract from
                  the Dutch
                  trade register (handelsregister)
                  relating to it, and for each French Obligor a copy of the Extrait
                  K-bis,
                  Certificat
                  de non-faillite
                  and Etat
                  des inscriptions,
                  not more than 10 days old.

              


      

       

      
        	 	
                (b)

              	
                If
                  required under applicable law or practice, a copy of a resolution
                  of the
                  board of directors (or equivalent) of the Additional
                  Obligor:

              


      

       

      
        	 	
                (i)

              	
                approving
                  the terms of, and the transactions contemplated by, the Accession
                  Letter
                  and Finance Documents to which it is a party and resolving that
                  it
                  execute, deliver and perform the Accession Letter and any other
                  Finance
                  Documents to which it is a party;

              


      

       

      
        	 	
                (ii)

              	
                authorising
                  a specified person or persons to execute the Accession Letter and
                  other
                  Finance Documents to which it is a party on its
                  behalf;

              


      

       

      
        	 	
                (iii)

              	
                authorising
                  a specified person or persons, on its behalf, to sign and/or despatch
                  all
                  documents and notices (including, if relevant, in
                  relation to an Additional Borrower, any Utilisation Request or
                  Selection
                  Notice) to be signed and/or despatched by it under or in connection
                  with
                  the Finance Documents to which it is a party;
                  and

              


      

       

      
        	 	
                (iv)

              	
                authorising
                  the Company to act as its agent in connection with the Finance
                  Documents.

              


      

       

      
        	 	
                (c)

              	
                A
                  specimen of the signature of each person authorised by the resolution
                  referred to in paragraph (b) above in relation to the Finance Documents
                  and related documents.

              


      

       

      
        	 	
                (d)

              	
                If
                  required under applicable law, a copy of a resolution signed by
                  all the
                  holders of the issued shares in the Additional Obligor (which are
                  members
                  of the Group), approving the terms of, and the transactions contemplated
                  by, the Finance Documents to which the Additional Obligor is a
                  party.

              


      

       

      
        	 	
                (e)

              	
                A
                  certificate of an authorised signatory of the Additional Obligor
                  certifying that each copy document relating to it specified in
                  this Part
                  III of Schedule 2 is correct, complete and in full force and effect
                  and
                  has not been amended or superseded and there has not been any breach
                  of
                  guaranteeing or borrowing
                  restrictions.

              


      

       

      
        	 	
                (f)

              	
                In
                  respect of a Dutch Obligor, if required, a copy of a resolution
                  of its
                  general meeting of shareholders or board of supervisory directors
                  (if any)
                  approving its execution and the terms of, and the transactions
                  contemplated by, the Finance Documents (and, if applicable, appointing
                  one
                  or more authorised persons to represent the relevant Dutch Obligor
                  in case
                  of a conflict of interest) and of a concurring unconditional advice
                  of any
                  works council or union which has advisory rights in respect of
                  the
                  transactions contemplated in the Finance
                  Documents.

              


      

      
         

        
          
            
            

          

          
            203

            
              

            

          

          
            
            

          

        

         

      

      
        	 	
                (g)

              	
                If
                  such Additional Obligor is a US Obligor, a certificate as to the
                  existence
                  and good standing (including verification of tax status, if available)
                  of
                  the US Obligor from the appropriate governmental authorities in
                  such US
                  Obligor's jurisdiction of organisation and in each other jurisdiction
                  where such US Obligor is qualified to do business (if any) and
                  where the
                  failure to be so qualified would have a Material Adverse Effect
                  on such US
                  Obligor.

              


      

       

      
        	 	
                (h)

              	
                If
                  such Additional Obligor is a US Obligor, a solvency
                  certificate.

              


      

       

      
        	 	
                (i)

              	
                In
                  the case of US Obligors, control agreements with respect to deposit
                  accounts as required by the relevant Transaction Security
                  Document.

              


      

       

      
        	
                2.

              	
                Documents

              


      

       

      
        	 	
                (a)

              	
                Accession
                  of the Additional Obligor to the Senior Facilities and the Mezzanine
                  Facility and the Intercreditor
                  Agreement.

              


      

       

      
        	 	
                (b)

              	
                With
                  respect to any French Borrower, a copy of a TEG letter substantially
                  in
                  the form set out in Schedule 14 (TEG
                  Letter).

              


      

       

      
        	 	
                (c)

              	
                Each
                  Transaction Security Document (and any documents agreed to be provided
                  thereunder) reasonably required by the Facility Agent and to be
                  provided
                  in accordance with the Security Principles and executed by the
                  Additional
                  Obligor.

              


      

       

      
        	 	
                (d)

              	
                A
                  copy of the constitutional documents of any member of the Group
                  whose
                  shares are subject to Security under any Transaction Security Document
                  referred to in paragraph (c) above, together with any resolutions
                  of the
                  shareholders of that member of the Group adopting such changes
                  to the
                  constitutional documents of that member of the Group as may be
                  necessary
                  to enable the Security Agent to enforce the Transaction Security
                  without
                  restriction by that member of the Group or its
                  directors.

              


      

       

      
        	
                3.

              	
                Legal
                  opinions

              


      

       

      Legal
        opinions from the legal advisers to the Facility Agent relating to entry
        into
        the Finance Documents by the Additional Obligor and, where customary in the
        relevant jurisdictions and with respect to capacity only, from the legal
        advisers of the Additional Obligor.

       

      
        	
                4.

              	
                Other
                  documents and evidence

              


      

       

      
        	 	
                (a)

              	
                If
                  the proposed Additional Obligor is incorporated in a jurisdiction
                  other
                  than England and Wales, evidence that the agent for service of
                  process
                  specified in Clause 46.2
                  (Service
                  of process),
                  if not an Obligor, has accepted its appointment in relation to
                  the
                  proposed Additional Obligor.

              


      

       

      
        	 	
                (b)

              	
                Required
                  "know your customer" information in relation to the
                  Guarantor.

              


      

       

      
        	 	
                (c)

              	
                Such
                  documentary evidence as legal counsel to the Facility Agent may
                  reasonably
                  require, that such Additional Obligor has (to the extent reasonable)
                  complied with any procedure reasonably required in its jurisdiction
                  to
                  permit the giving of financial assistance or analogous
                  process.

              


      

      
         

        
          
            
            

          

          
            204

            
              

            

          

          
            
            

          

        

        
        

      

       

      SCHEDULE
        3

      


      Requests

       

      PART
        IA

       

      Utilisation
        Request Loans

       

      

        
          	
                  From:

                	
                  [Borrower]
                    [Company]*

                
	 	 
	
                  To:

                	
                  [Facility
                    Agent]

                
	 	 
	
                  Dated:

                	
                  [                   ]

                


        

      

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities Agreement 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Utilisation Request.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Utilisation Request unless given a different meaning in this Utilisation
                  Request.

              


      

       

      
        	
                2.

              	
                [We
                  wish to borrow a Loan on the following
                  terms:

              


      

       

      
        	 	
                (a)

                 

              	
                Borrower:

                 

              	
                [                   ]

                 

              
	 	
                (b)

                 

              	
                Proposed
                  Utilisation Date:

                 

              	
                [                   ]
                  (or, if that is not a Business Day, the next Business Day)

                 

              
	 	
                (c)

                 

              	
                Facility
                  to be utilised:

                 

              	
                [Facility
                  A]/[Facility B]/[Facility C]/ [Uncommitted Acquisition
                  Facility]/[Revolving Facility]**

                 

              
	 	
                (d)

                 

              	
                Designation:

                 

              	
                The
                  Loan [is/is not] an Acquisition Loan***

                 

              
	 	
                (e)

                 

              	
                Currency
                  of Loan:

                 

              	
                [                   ]

                 

              
	 	
                (f)

                 

              	
                Amount:

                 

              	
                [                   ]
                  or, if less, the Available Facility

                 

              
	 	
                (g)

                 

              	
                Interest
                  Period:

                 

              	
                [                   ]

                 

              


      

      
        	
                3.

              	
                We
                  confirm that each condition specified in Clause 4.2
                  (Conditions
                  to Utilisation)
                  is satisfied on the date of this Utilisation
                  Request.

              


      

       

      
        	
                4.

              	
                [The
                  proceeds of this Loan should be credited to [account]].

              


      

       

      
        	
                5.

              	
                This
                  Utilisation Request is irrevocable.

              


      

       

      Yours
        faithfully

       

      
        
          

        

      

      authorised
        signatory for

       

      [the
        Company on behalf of [insert
        name of relevant Borrower]]/[insert
        name of Borrower]*

       

      NOTES:

       

      
        	
                *
                  

              	
                Amend
                  as appropriate. The Utilisation Request can be given by the Borrower
                  or by
                  the Company.

              


        	 	 


      

      
        	
                **

              	
                Select
                  the Facility to be utilised and delete references to the other
                  Facilities.

              


      

       

      
        	
                ***

              	
                To
                  be completed only for Revolving Facility
                  Loans.

              


      

       

      
        
          
          

        

        
          205

          
            

          

        

        
          
          

        

      


      PART
        IB

      Utilisation
        Request Letters of Credit

      
        

          
            	
                    From:

                  	
                    [Borrower]
                      [Company]*

                  
	 	 
	
                    To:

                  	
                    [Facility
                      Agent]

                  
	 	 
	
                    Dated:

                  	
                    [                   ]

                  


          

        

      

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities Agreement 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Utilisation Request.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Utilisation Request unless given a different meaning in this Utilisation
                  Request.

              


      

       

      
        	
                2.

              	
                We
                  wish to arrange for a Letter of Credit to be [issued]/[renewed]
                  by the
                  Issuing Bank specified below (which has agreed to do so) on the
                  following
                  terms:

              


      

       

      
        	 	
                (a)

                 

              	
                Borrower:

                 

              	
                [                   ]

                 

              
	 	
                (b)

                 

              	
                Issuing
                  Bank:

                 

              	
                [                   ]

                 

              
	 	
                (c)

                 

              	
                Proposed
                  Utilisation Date:

                 

              	
                [                   ]
                  (or, if that is not a Business Day, the next Business Day)

                 

              
	 	
                (d)

                 

              	
                Facility
                  to be utilised:

                 

              	
                Revolving
                  Facility

                 

              
	 	
                (e)

                 

              	
                Currency
                  of Letter of Credit:

                 

              	
                [                   ]

                 

              
	 	
                (f)

                 

              	
                Amount

                 

              	
                [                   ]
                  or, if less, the Available Facility in relation to the Revolving
                  Facility:

                 

              
	 	
                (g)

                 

              	
                Term:

                 

              	
                [                   ]

                 

              


      

      
        	
                3.

              	
                We
                  confirm that each condition specified in paragraph (b) of Clause
                  6.5
                  (Issue
                  of Letters of Credit)
                  is satisfied on the date of this Utilisation
                  Request.

              


      

       

      
        	
                4.

              	
                We
                  attach a copy of the proposed Letter of
                  Credit.

              


      

       

      
        	
                5.

              	
                [The
                  purpose of this proposed Letter of Credit is [                   ].]1 

              


      

       

      
        	
                6.

              	
                This
                  Utilisation Request is irrevocable.

              


      

       

      
        
          

        

      

      authorised
        signatory for

       

      [the
        Company on behalf of] [insert
        name of relevant Borrower]]/[insert
        name of Relevant Borrower]*

       

      NOTES:

       

      
        	*	
                Amend
                  as appropriate. The Utilisation Request can be given by the Borrower
                  or by
                  the Company.

              


      

       

        
          

        

      

      
        	
                1

              	
                Not
                  required for a renewal.

              


      

       

      
        
          
          

        

        
          206

          
            

          

        

        
          
          

        

      

       

      PART
        II

       

      Selection
        Notice

       

      Applicable
        to a Term Loan

      
        
          

            
              	
                      From:

                    	
                      [Borrower]
                        [Company]*

                    
	 	 
	
                      To:

                    	
                      [Facility
                        Agent]

                    
	 	 
	
                      Dated:

                    	
                      [                   ]

                    


            

          

        

      

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities Agreement 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Selection Notice.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Selection Notice unless given a different meaning in this Selection
                  Notice.

              


      

       

      
        	
                2.

              	
                We
                  refer to the following Facility [A]/[B]/[C]/[Acquisition
                  Facility]/[Acquisition Term] Loan[s] with an Interest Period ending
                  on
                  [                   ]**.

              


      

       

      
        	
                3.

              	
                [We
                  request that the above Loan[s] be divided into [                   ]
                  Loans with the following Base Currency Amounts and Interest Periods:]
                  ***

              


      

       

      or

       

      [We
        request that the next Interest Period for the above Facility
        [A]/[B]/[C]/[Acquisition Facility]/[Acquisition Term] Loan[s] is [                   ]].****

       

      
        	
                4.

              	
                This
                  Selection Notice is irrevocable.

              


      

       

      Yours
        faithfully

       

      
        
          

        

      

      authorised
        signatory for

       

      [the
        Company on behalf of] [insert
        name of relevant Borrower]]/[insert
        name of Relevant Borrower]*

       

      NOTES:

       

      
        	*	
                Amend
                  as appropriate. The Selection Notice can be given by the Borrower
                  or the
                  Company.

              


      

       

      
        	**	
                Insert
                  details of all Loans which have an Interest Period ending on the
                  same
                  date.

              


      

       

      
        	***	
                Use
                  this option if division of Loans for the relevant Facility is
                  requested.

              


      

       

      
        	****	
                Use
                  this option if sub-division is not
                  required.

              


      

       

      
        
          
          

        

        
          207

          
            

          

        

        
          
          

        

      

       

      PART
        III

       

      Redenomination
        Notice

      
        
          

            
              	
                      From:

                    	
                      [Facility
                        Agent]

                    
	 	 
	
                      To:

                    	
                      [Company]

                    
	 	 
	
                      Dated:

                    	
                      [                   ]

                    


            

          

        

      

       

      Dear
        Sirs

       

      NDS
        Finance Limited
        - $1,115,000,000 Senior Facilities Agreement

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Redenomination Notice.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Redenomination Notice unless given a different meaning in this
                  Redenomination Notice.

              


      

       

      
        	
                2.

              	
                We
                  refer to Facility [A]/[B]/[C].

              


      

       

      
        	
                3.

              	
                We
                  request [that $[                   ]
                  of the above Term Facility be redenominated into euros [and] that
                  $[                   ]
                  of the above Term Facility be redenominated into
                  euros.

              


      

       

      
        	
                4.

              	
                We
                  request that the above redenomination should occur and be effective
                  on
                  [                   ].

              


      

       

      
        	
                5.

              	
                This
                  Redenomination Notice is
                  irrevocable.

              


      

       

      Yours
        faithfully

       

      
        
          

        

      

      [Facility
        Agent]

       

      
        
          
          

        

        
          208

          
            

          

        

        
          
          

        

      

       

      PART
        IV

       

      Withdrawal
        Notice

       

      
        
          	
                  From:

                	
                  [Company]
                    on behalf of the Parent

                
	 	 
	
                  To:

                	
                  [Security
                    Agent]

                
	 	 
	
                  Dated:

                	
                  [                   ]

                


        

      

       

      Dear
        Sirs

       

      NDS
        Finance Limited
        - $1,115,000,000 Senior Facilities Agreement

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Withdrawal Notice.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Withdrawal Notice unless given a different meaning in this Withdrawal
                  Notice.

              


      

       

      
        	
                2.

              	
                The
                  intended Scheme Date is [                   ].

              


      

       

      
        	
                3.

              	
                We
                  request that on the Scheme Date the following amounts are transferred
                  from
                  the Group Blocked Account and credited to accounts of the following
                  recipients in accordance with the payment instructions set out
                  below:

              


      

       

      
        	 	
                (a)

              	
                $[                   ]
                  to [recipient],
                  credited to [account]
                  in accordance with [insert
                  payment instructions/the attached payment instructions];

              


      

       

      
        	 	
                (b)

              	
                [repeat
                  (a) above for each payment to be made]

              


      

       

      
        	
                4.

              	
                We
                  request that on the Scheme Date the following amounts are transferred
                  from
                  the Lender Blocked Account and credited to accounts of the following
                  recipients in accordance with the payment instructions set out
                  below:

              


      

       

      
        	 	
                (a)

              	
                $[                   ]
                  to [recipient],
                  credited to [account]
                  in accordance with [insert
                  payment instructions/the attached payment instructions];

              


      

       

      
        	 	
                (b)

              	
                [repeat
                  (a) above for each payment to be made]

              


      

       

      
        	
                5.

              	
                This
                  Withdrawal Notice is irrevocable, subject to the occurrence of
                  the Scheme
                  Date and the conditions to withdrawal set out in the Parent
                  Debenture.

              


      

       

      Yours
        faithfully

       

      
        
          

        

      

      authorised
        signatory for 

      [the
        Company] on behalf of the Parent

       

      
        
          
          

        

        
          209

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        4

      


      Mandatory
        Cost Formulae

       

      
        	
                1.

              	
                The
                  Mandatory Cost is an addition to the interest rate to compensate
                  Lenders
                  for the cost of compliance with (a) the requirements of the Bank
                  of
                  England and/or the Financial Services Authority (or, in either
                  case, any
                  other authority which replaces all or any of its functions) or
                  (b) the
                  requirements of the European Central
                  Bank.

              


      

       

      
        	
                2.

              	
                On
                  the first day of each Interest Period (or as soon as possible thereafter)
                  the Facility Agent shall calculate, as a percentage rate, a rate
                  (the
                  "Additional
                  Cost Rate")
                  for each Lender, in accordance with the paragraphs set out below.
                  The
                  Mandatory Cost will be calculated by the Facility Agent as a weighted
                  average of the Lenders' Additional Cost Rates (weighted in proportion
                  to
                  the percentage participation of each Lender in the relevant Loan)
                  and will
                  be expressed as a percentage rate per
                  annum.

              


      

       

      
        	
                3.

              	
                The
                  Additional Cost Rate for any Lender lending from a Facility Office
                  in a
                  Participating Member State will be the percentage notified by that
                  Lender
                  to the Facility Agent. This percentage will be certified by that
                  Lender in
                  its notice to the Facility Agent to be its reasonable determination
                  of the
                  cost (expressed as a percentage of that Lender's participation
                  in all
                  Loans made from that Facility Office) of complying with the minimum
                  reserve requirements of the European Central Bank in respect of
                  loans made
                  from that Facility Office.

              


      

       

      
        	
                4.

              	
                The
                  Additional Cost Rate for any Lender lending from a Facility Office
                  in the
                  United Kingdom will be calculated by the Facility Agent as
                  follows:

              


      

       

      
        	 	
                (a)

              	
                in
                  relation to a sterling Loan:

              


      

       

      

       

      
        	 	
                (b)

              	
                in
                  relation to a Loan in any currency other than
                  sterling:

              


      

       

      

       

      Where:

       

      
        	
              	A	
                is
                  the percentage of Eligible Liabilities (assuming these to be in
                  excess of
                  any stated minimum) which that Lender is from time to time required
                  to
                  maintain as an interest free cash ratio deposit with the Bank of
                  England
                  to comply with cash ratio
                  requirements.

              


      

       

      
        	
              	B	
                is
                  the percentage rate of interest (excluding the Margin and the Mandatory
                  Cost and, if the Loan is an Unpaid Sum, the additional rate of
                  interest
                  specified in paragraph (a) of Clause 16.3
                  (Default
                  interest))
                  payable for the relevant Interest Period on the
                  Loan.

              


      

       

      
        	
              	C	
                is
                  the percentage (if any) of Eligible Liabilities which that Lender
                  is
                  required from time to time to maintain as interest bearing Special
                  Deposits with the Bank of England.

              


      

       

      
        	
              	D	
                is
                  the percentage rate per annum payable by the Bank of England to
                  the
                  Facility Agent on interest bearing Special
                  Deposits.

              


      

       

      
        
          
          

        

        
          210

          
            

          

        

        
          
          

        

      

       

      
        	
              	E	
                is
                  designed to compensate Lenders for amounts payable under the Fees
                  Rules
                  and is calculated by the Facility Agent as being the average of
                  the most
                  recent rates of charge supplied by the Reference Banks to the Facility
                  Agent pursuant to paragraph 7 below and expressed in pounds per
                  £1,000,000.

              


      

       

      
        	
                5.

              	
                For
                  the purposes of this Schedule:

              


      

       

      
        	 	
                (a)

              	
                "Eligible
                  Liabilities"
                  and "Special
                  Deposits"
                  have the meanings given to them from time to time under or pursuant
                  to the
                  Bank of England Act 1998 or (as may be appropriate) by the Bank
                  of
                  England;

              


      

       

      
        	 	
                (b)

              	
                "Fees
                  Rules"
                  means the rules on periodic fees contained in the FSA Supervision
                  Manual
                  or such other law or regulation as may be in force from time to
                  time in
                  respect of the payment of fees for the acceptance of
                  deposits;

              


      

       

      
        	 	
                (c)

              	
                "Fee
                  Tariffs"
                  means the fee tariffs specified in the Fees Rules under the activity
                  group
                  A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
                  required
                  pursuant to the Fees Rules but taking into account any applicable
                  discount
                  rate); and

              


      

       

      
        	 	
                (d)

              	
                "Tariff
                  Base"
                  has the meaning given to it in, and will be calculated in accordance
                  with,
                  the Fees Rules.

              


      

       

      
        	
                6.

              	
                In
                  application of the above formulae, A, B, C and D will be included
                  in the
                  formulae as percentages (i.e. 5 per cent. will be included in the
                  formula
                  as 5 and not as 0.05). A negative result obtained by subtracting
                  D from B
                  shall be taken as zero. The resulting figures shall be rounded
                  to four
                  decimal places.

              


      

       

      
        	
                7.

              	
                If
                  requested by the Facility Agent, each Reference Bank shall, as
                  soon as
                  practicable after publication by the Financial Services Authority,
                  supply
                  to the Facility Agent, the rate of charge payable by that Reference
                  Bank
                  to the Financial Services Authority pursuant to the Fees Rules
                  in respect
                  of the relevant Financial Year of the Financial Services Authority
                  (calculated for this purpose by that Reference Bank as being the
                  average
                  of the Fee Tariffs applicable to that Reference Bank for that Financial
                  Year) and expressed in pounds per £1,000,000 of the Tariff Base of that
                  Reference Bank.

              


      

       

      
        	
                8.

              	
                Each
                  Lender shall supply any information required by the Facility Agent
                  for the
                  purpose of calculating its Additional Cost Rate. In particular,
                  but
                  without limitation, each Lender shall supply the following information
                  on
                  or prior to the date on which it becomes a
                  Lender:

              


      

       

      
        	 	
                (a)

              	
                the
                  jurisdiction of its Facility Office;
                  and

              


      

       

      
        	 	
                (b)

              	
                any
                  other information that the Facility Agent may reasonably require
                  for such
                  purpose.

              


      

       

      Each
        Lender shall promptly notify the Facility Agent of any change to the information
        provided by it pursuant to this paragraph.

       

      
        	
                9.

              	
                The
                  percentages of each Lender for the purpose of A and C above and
                  the rates
                  of charge of each Reference Bank for the purpose of E above shall
                  be
                  determined by the Facility Agent based upon the information supplied
                  to it
                  pursuant to paragraphs 7 and 8 above and on the assumption that,
                  unless a
                  Lender notifies the Facility Agent to the contrary, each Lender's
                  obligations in relation to cash ratio deposits and Special Deposits
                  are
                  the same as those of a typical bank from its jurisdiction of incorporation
                  with a Facility Office in the same jurisdiction as its Facility
                  Office.

              


      

      
         

        
          
            
            

          

          
            211

            
              

            

          

          
            
            

          

        

      

       

      
        	
                10.

              	
                The
                  Facility Agent shall have no liability to any person if such determination
                  results in an Additional Cost Rate which over or under compensates
                  any
                  Lender and shall be entitled to assume that the information provided
                  by
                  any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
                  above is
                  true and correct in all respects.

              


      

       

      
        	
                11.

              	
                The
                  Facility Agent shall distribute the additional amounts received
                  as a
                  result of the Mandatory Cost to the Lenders on the basis of the
                  Additional
                  Cost Rate for each Lender based on the information provided by
                  each Lender
                  and each Reference Bank pursuant to paragraphs 3, 7 and 8
                  above.

              


      

       

      
        	
                12.

              	
                Any
                  determination by the Facility Agent pursuant to this Schedule in
                  relation
                  to a formula, the Mandatory Cost, an Additional Cost Rate or any
                  amount
                  payable to a Lender shall, in the absence of manifest error, be
                  conclusive
                  and binding on all Parties.

              


      

       

      
        	
                13.

              	
                The
                  Facility Agent may from time to time, after consultation with the
                  Company
                  and the Lenders, determine and notify to all Parties any amendments
                  which
                  are required to be made to this Schedule in order to comply with
                  any
                  change in law, regulation or any requirements from time to time
                  imposed by
                  the Bank of England, the Financial Services Authority or the European
                  Central Bank (or, in any case, any other authority which replaces
                  all or
                  any of its functions) and any such determination shall, in the
                  absence of
                  manifest error, be conclusive and binding on all
                  Parties.

              


      

      
         

        
          
            
            

          

          
            212

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        5

      


      Form
        of Transfer Certificate and Lender Accession Undertaking

       

      To:      
        [                   ]
        as
        Facility Agent and [                   ]
        as
        Security Agent

       

      From:  
        [The
        Existing Lender]
        (the
        "Existing
        Lender")
        and
        [The
        New Lender]
        (the
        "New
        Lender")

       

      Dated: [                   ]

       

      NDS
        Finance Limited –$1,115,000,000
        Senior Facilities Agreement 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement and to the Intercreditor Agreement
                  (as
                  defined in the Facilities Agreement). This agreement (the "Agreement")
                  shall take effect as a Transfer Certificate and Lender Accession
                  Undertaking for the purpose of the Facilities Agreement and as
                  a Lender
                  Accession Undertaking for the purposes of the Intercreditor Agreement
                  (and
                  as defined therein). Terms defined in the Facilities Agreement
                  have the
                  same meaning in this Agreement unless given a different meaning
                  in this
                  Agreement.

              


      

       

      
        	
                2.

              	
                We
                  refer to Clause 31.5
                  (Procedure
                  for transfer)
                  of the Facilities Agreement:

              


      

       

      
        	 	
                (a)

              	
                The
                  Existing Lender and the New Lender agree to the Existing Lender
                  transferring to the New Lender by novation all or part of the Existing
                  Lender's Commitment, rights and obligations referred to in the
                  Schedule in
                  accordance with Clause 31.5
                  (Procedure
                  for transfer).

              


      

       

      
        	 	
                (b)

              	
                The
                  proposed Transfer Date is [                   ].

              


      

       

      
        	 	
                (c)

              	
                The
                  Facility Office and address, fax number and attention details for
                  notices
                  of the New Lender for the purposes of Clause 38.2
                  (Addresses)
                  are set out in the Schedule.

              


      

       

      
        	
                3.

              	
                The
                  New Lender expressly acknowledges the limitations on the Existing
                  Lender's
                  obligations set out in paragraph (c) of Clause 31.4
                  (Limitation
                  of responsibility of Existing Lenders).

              


      

       

      
        	
                4.

              	
                [The
                  New Lender confirms that the person beneficially entitled to interest
                  payable to that Lender in respect of an advance under a Finance
                  Document
                  is either:

              


      

       

      
        	 	
                (a)

              	
                a
                  company resident in the United Kingdom for United Kingdom tax
                  purposes;

              


      

       

      
        	 	
                (b)

              	
                a
                  partnership each member of which
                  is:

              


      

       

      
        	 	
                (i)

              	
                a
                  company so resident in the United Kingdom;
                  or

              


      

       

      
        	 	
                (ii)

              	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and brings
                  into
                  account in computing its chargeable profits (for the purposes of
                  section
                  11(2) of the Taxes Act) the whole of any share of interest payable
                  in
                  respect of that advance that falls to it by reason of sections
                  114 and 115
                  of the Taxes Act; or

              


      

       

      
        	 	
                (c)

              	
                a
                  company not so resident in the United Kingdom which carries on
                  a trade in
                  the United Kingdom through a permanent establishment and which
                  brings into
                  account interest payable in respect of that advance in computing
                  the
                  chargeable profits (for the purposes of section 11(2) of the Taxes
                  Act) of
                  that company.]*

              


      

      
         

        
          
            
            

          

          
            213

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (d)

              	
                [a
                  Treaty Lender].

              


      

       

      
        	
                5.

              	
                The
                  Parties agree that this transfer shall constitute a novation within
                  the
                  meaning of Article 1271 et seq. of the French Code
                  Civil
                  (Civil Code) and that all rights relating to Security against the
                  Obligors
                  shall be transferred.

              


      

       

      
        	
                6.

              	
                The
                  New Lender confirms that it is [a Qualifying Lender (other than
                  a Treaty
                  Lender)] [a Treaty Lender]**.

              


      

       

      
        	
                7.

              	
                We
                  refer to Clause [                   ]
                  (Change
                  of Senior Lender or Mezzanine Lender)
                  of the Intercreditor Agreement:

              


      

       

      
        	 	
                (a)

              	
                In
                  consideration of the New Lender being accepted as a Senior Lender
                  for the
                  purposes of the Intercreditor Agreement (and as defined therein),
                  the New
                  Lender confirms that, as from [date],
                  it intends to be party to the Intercreditor Agreement as a Senior
                  Lender,
                  and undertakes to perform all the obligations expressed in the
                  Intercreditor Agreement to be assumed by a Senior Lender and agrees
                  that
                  it shall be bound by all the provisions of the Intercreditor Agreement,
                  as
                  if it had been an original party to the Intercreditor
                  Agreement.

              


      

       

      
        	 	
                (b)

              	
                The
                  undertakings contained in this Agreement have been entered into
                  on the
                  date stated above.

              


      

       

      
        	
                8.

              	
                This
                  Agreement may be executed in any number of counterparts and this
                  has the
                  same effect as if the signatures on the counterparts were on a
                  single copy
                  of this Agreement.

              


      

       

      
        	
                9.

              	
                This
                  Agreement is governed by and construed in accordance with English
                  law.

              


      

       

      [Please
        note that the following steps should be taken in order for the New Lender
        to
        obtain the benefit of the Transaction Security: [                   ]]

       

      NOTES:

       

      
        	
                *
                  

              	
                Amend
                  as appropriate. This paragraph must only be included where the
                  New Lender
                  is a UK non-bank Lender.

              


      

       

      
        	
                **
                  

              	
                Amend
                  as appropriate. Each New Lender is required to confirm which of
                  these two
                  categories it falls within. If there are Borrowers other than UK
                  incorporated Borrowers, each New Lender is required to confirm
                  which of
                  these two categories it falls within in respect of a Loan to a
                  Borrower
                  incorporated in the United Kingdom.


              


      

      
         

        
          
            
            

          

          
            214

            
              

            

          

          
            
            

          

        

      


      SCHEDULE
        [    ]

      Commitment/rights
        and obligations to be transferred

      [insert
        relevant details]

       

      [Facility
        Office address, fax number and attention details for notices and account
        details
        for payments,]

       

      
        	
                [Existing
                  Lender]

              	
                [New
                  Lender]

              
	 	 
	
                By:

              	
                By:

              


      

       

      This
        Agreement is accepted as a Transfer Certificate and Lender Accession Undertaking
        for the purposes of the Facilities Agreement by the Facility Agent, and as
        a
        Lender Accession Undertaking for the purposes of the Intercreditor Agreement
        by
        the Facility Agent and the Security
        Agent, and the Transfer Date is confirmed as [                   ].

       

      [Facility
        Agent]

       

      By:

       

      [Security
        Agent]

       

      By:

      
         

        
          
            
            

          

          
            215

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        6

      


      Form
        of Accession letter

      To:      
        [                   ]
        as
        Facility Agent

       

      From:  
        [Subsidiary]
        and
        [Company]

       

      Dated: [                   ]

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is an Accession Letter.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Accession Letter unless given a different meaning in this Accession
                  Letter.

              


      

       

      
        	
                2.

              	
                [Subsidiary]
                  agrees to become an Additional [Borrower]/[Guarantor] and to be
                  bound by
                  the terms of the Facilities Agreement, the Intercreditor Agreement
                  and the
                  other Finance Documents as an Additional [Borrower]/[Guarantor]
                  pursuant
                  to Clause [32.2
                  (Additional
                  Borrowers)]*/[Clause
                  32.4
                  (Additional
                  Guarantors)]
                  of the Facility Agreement and as an [Obligor] pursuant to Clause
                  [                   ]
                  of the Intercreditor Agreement. [Subsidiary]
                  is a company duly incorporated under the laws of [name
                  of relevant jurisdiction]
                  and is a limited liability company and registered number [                   ].

              


      

       

      
        	
                3.

              	
                [Subsidiary's]
                  administrative details are as
                  follows:

              


      

       

      Address:

       

      Fax
        No.:

       

      Attention:

       

      
        	
                4.

              	
                This
                  Accession Letter is governed by English
                  law.

              


      

       

      [This
        Guarantor Accession Letter is entered into by deed.]**

       

      
        	
                 [Company]

              	
                [Subsidiary]

              


      

       

      NOTES:

       

      
        	*	
                Insert
                  if Accession Letter is for an Additional
                  Borrower.

              


      

       

      
        	
                **

              	
                If
                  the Facilities are fully drawn there may be an issue in relation
                  to past
                  consideration for a proposed Additional Guarantor. This can be
                  overcome by
                  acceding by way of deed.

              


      

      
         

        
          
            
            

          

          
            216

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        7

      


      Form
        of Resignation Letter

       

      To:      
        [                   ]
        as
        Facility Agent

       

      From:  
        [resigning
        Obligor]
        and
        [Company]

       

      Dated: [                   ]

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities Agreement 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Resignation Letter.
                  Terms
                  defined in the Facilities Agreement have the same meaning in this
                  Resignation Letter unless given a different meaning in this Resignation
                  Letter.

              


      

       

      
        	
                2.

              	
                Pursuant
                  to [Clause 32.3
                  (Resignation
                  of a Borrower)]/Clause
                  32.5
                  (Resignation
                  of a Guarantor),
                  we request that [resigning
                  Obligor]
                  be released from its obligations as a [Borrower]/[Guarantor] under
                  the
                  Facilities Agreement, the Intercreditor Agreement and the Finance
                  Documents.

              


      

       

      
        	
                3.

              	
                We
                  confirm that:

              


      

       

      
        	 	
                (a)

              	
                no
                  Default is continuing or would result from the acceptance of this
                  request;
                  [and]

              


      

       

      
        	 	
                (b)

              	
                [this
                  request is given in relation to a Third Party Disposal of [resigning
                  Obligor]*;
                  [and]

              


      

       

      
        	 	
                (c)

              	
                [the
                  Disposal Proceeds have been or will be applied in accordance with
                  Clause
                  14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO);]**

              


      

       

      
        	 	
                (d)

              	
                [                   ].***

              


      

       

      
        	
                4.

              	
                This
                  letter is governed by English law.

              


      

       

      
        	
                5.

              	
                The
                  Company agrees to indemnify the Finance Parties and Secured Parties
                  for
                  any costs, expenses, or liabilities which would have been payable
                  by
                  [resigning
                  Obligor]
                  in connection with the Finance Documents but for the release set
                  out in
                  paragraph 1 above.

              


      

       

      
        	
                 [Company]

              	
                [resigning
                  Obligor]

              
	 	 
	
                 By:

              	
                By:

              


      

       

      NOTES:

       

      
        	*	
                Insert
                  where resignation only permitted in case of a Third Party
                  Disposal.

              


      

       

      
        	
                **

              	
                Amend
                  as appropriate, e.g. to reflect agreed procedure for payment of
                  proceeds
                  into a specified account.

              


      

       

      
        	***	
                Insert
                  any other conditions required by the Facilities
                  Agreement.

              


      

       

      
        
          
          

        

        
          217

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        8

      


      Form
        of Compliance Certificate

       

      To:      
        [                   ]
        as
        Facility Agent

       

      From:  
        Parent

       

      Dated: [                   ]

       

      Dear
        Sirs

       

      NDS
        Finance Limited –
        $1,115,000,000 Senior Facilities 

      dated
        [                   ]
        (the "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This is a Compliance Certificate.
                  Terms
                  defined in the Facilities Agreement have the same meaning when
                  used in
                  this Compliance Certificate unless given a different meaning in
                  this
                  Compliance Certificate.

              


      

       

      
        	
                2.

              	
                We
                  confirm that:

              


      

       

      
        	 	
                (a)

              	
                in
                  respect of the Relevant Period ending on [                   ]
                  Consolidated Cashflow for the Relevant Period was [                   ]
                  and Net Debt Service for the Relevant Period was [                   ].
                  Therefore Consolidated Cashflow for such Relevant Period was [                   ]
                  times Net Debt Service for such Relevant Period and the covenant
                  contained
                  in paragraph (a) of Clause 28.2
                  (Financial
                  condition)
                  [has/has not] been complied with;

              


      

       

      
        	 	
                (b)

              	
                in
                  respect of the Relevant Period ending on [                   ]
                  Consolidated EBITDA for such Relevant Period was [                   ]
                  and Consolidated Net Finance Charges for such Relevant Period were
                  [                   ].
                  Therefore Consolidated EBITDA for such Relevant Period was [                   ]
                  times Consolidated Net Finance Charges for such Relevant Period
                  and the
                  covenant contained in paragraph (b) of Clause 28.2
                  (Financial
                  condition)
                  [has/has not] been complied with;

              


      

       

      
        	 	
                (c)

              	
                on
                  the last day of the Relevant Period ending on [                   ]
                  Consolidated Total Net Debt was [                   ]
                  and Consolidated EBITDA for such Relevant Period was [                   ]].
                  Therefore Consolidated Total Net Debt at such time [did/did not]
                  exceed
                  [                   ]
                  times Consolidated EBITDA for such Relevant Period and the covenant
                  contained in paragraph (c) of Clause 28.2
                  (Financial
                  condition)
                  [has/has not] been complied with;

              


      

       

      
        	 	
                (d)

              	
                Capital
                  Expenditure for the [initial
                  period]/[Financial
                  Year of the Group] ending on [                   ]
                  was [                   ].
                  Therefore Capital Expenditure during [the
                  initial period]/[such
                  Financial Year] [was/was not] in excess of [                   ]
                  (being the maximum expenditure permitted in that period [after
                  taking into
                  account unused capital expenditure for the preceding Financial
                  Year equal
                  to [                   ]]
                  and the covenant contained in paragraph (d) of Clause 28.2
                  (Financial
                  condition)
                  [has/has not] been complied with;

              


      

       

      
        
          
          

        

        
          218

          
            

          

        

        
          
          

        

      

       

      We
        confirm that Debt Cover is [                   ]:1
        and
        that, therefore, the Facility A Margin should be [                   ]%
        p.a.,
        the Facility B Margin should be [                   ]%
        p.a.
        and the Revolving Facility Margin should be [                   ]%
        p.a.

       

      
        	 	
                (e)

              	
                Excess
                  Cashflow for the Financial Year of the Group ending [                   ]
                  was [                   ].
                  Therefore the Excess Cashflow to be applied in prepayment pursuant
                  to
                  Clause 14.2
                  (Disposal,
                  Insurance and Acquisition Proceeds, Excess Cashflow and
                  IPO)
                  will be [                   ].

              


      

       

      
        	
                3.

              	
                [We
                  confirm that no Default is
                  continuing.]*

              


      

       

      
        	
                4.

              	
                [We
                  confirm that the following companies constitute Material Companies
                  for the
                  purposes of the Facility Agreement: [                   ].]

              


      

       

      [We
        confirm that the aggregate of the earnings before interest, tax, depreciation
        and amortisation (calculated on the same basis as Consolidated EBITDA) of
        the
        Guarantors and the aggregate gross assets of the Guarantors (calculated in
        each
        case on an unconsolidated basis and excluding all intra-group items and
        investments in Subsidiaries of any member of the Group)
        represents not less than 80 per cent. of Consolidated EBITDA and consolidated
        gross assets of the Group.]

       

      
        	
                Signed

              	
                      


              	 	
                     
                  

              	 
	 	
                Director

              	
              	
                Director

              	 
	 	
                of

              	 	
                of

              	 
	 	
                Parent

              	 	
                Parent

              	 


      

       

      [insert
        applicable certification language]

       

      
        
          

        

      

      for
        and
        on behalf of

      [name
        of auditors of the Parent]

       

      NOTES:

       

      
        	
                *

              	
                If
                  this statement cannot be made, the certificate should identify
                  any Default
                  that is continuing and the steps, if any, being taken to remedy
                  it.

              


      

       

      
        
          
          

        

        
          219

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        9

      


      LMA
        Form of Confidentiality Undertaking

       

      [Letterhead
        of Lender]

       

      To:

      
        
          	   
	 
	  
	
                  [insert
                    name of Potential

                  Lender]

                


        

         

        Re:    The
          Facilit[y/ies]

        
          	   
	 
	
                  Borrower:    (the
                    "Borrower")

                   

                  Date:

                   

                  Amount:

                   

                  Facility
                    Agent:

                	 


        

      

       

      Dear
        Sirs

       

      We
        understand that you are considering participating in the
        Facilit[y/ies].
        In
        consideration of us agreeing to make available to you certain information,
        by
        your signature of a copy of this letter you agree as follows:

       

      
        	
                1.

              	
                Confidentiality
                  Undertaking

              


      

       

      You
        undertake:

       

      
        	 	
                (a)

              	
                to
                  keep the Confidential Information confidential and not to disclose
                  it to
                  anyone except as provided for by paragraph 2 below and to ensure
                  that the
                  Confidential Information is protected with security measures and
                  a degree
                  of care that would apply to your own confidential
                  information;

              


      

       

      
        	 	
                (b)

              	
                to
                  use the Confidential Information only for the Permitted
                  Purpose;

              


      

       

      
        	 	
                (c)

              	
                to
                  use all reasonable endeavours to ensure that any person to whom
                  you pass
                  any Confidential Information (unless disclosed under paragraph
                  2(b) below)
                  acknowledges and complies with the provisions of this letter as
                  if that
                  person were also a party to it; and

              


      

       

      
        	 	
                (d)

              	
                [not
                  to make enquiries of any member of the Group or any of their officers,
                  directors, employees or professional advisors relating directly
                  or
                  indirectly to the Facilit[y/ies].]

              


      

       

      
        	
                2.

              	
                Permitted
                  Disclosure

              


      

       

      We
        agree
        that you may disclose Confidential Information:

       

      
        	 	
                (a)

              	
                to
                  members of the Participant Group and their officers, directors,
                  employees
                  and professional advisers to the extent necessary for the Permitted
                  Purpose and to any auditors of members of the Participant
                  Group;

              


      

       

      
        
          
          

        

        
          220

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                to
                  any person to (or through) whom you assign or transfer (or may
                  potentially
                  assign or transfer) all or any of the rights, benefits and obligations
                  which you may acquire under to the Facilit[y/ies] or with (or through)
                  whom you enter into (or may potentially enter into) any sub-participation
                  in relation to, or any other transaction under which payments are
                  to be
                  made by reference to the Facilit[y/ies] or the relevant Borrower
                  or any
                  member of the relevant Group in each case so long as that person
                  has
                  delivered an undertaking to you in equivalent form to this
                  undertaking;

              


      

       

      
        	 	
                (c)

              	
                (i)
                  where requested or required by any court of competent jurisdiction
                  or any
                  competent judicial, governmental, supervisory or regulatory body,
                  (ii)
                  where required by the rules of any stock exchange on which the
                  shares or
                  other securities of any member of the Participant Group are listed
                  or
                  (iii) where required by the laws or regulations of any country
                  with
                  jurisdiction over the affairs of any member of the Participant
                  Group;
                  or

              


      

       

      
        	 	
                (d)

              	
                with
                  the prior written consent of us and the
                  Borrower.

              


      

       

      
        	
                3.

              	
                Notification
                  of Required or Unauthorised
                  Disclosure

              


      

       

      You
        agree
        (to the extent permitted by law) to inform us of the full circumstances of
        any
        disclosure under paragraph 2(b) or upon becoming aware that Confidential
        Information has been disclosed in breach of this letter.

       

      
        	
                4.

              	
                Return
                  of Copies

              


      

       

      If
        we so
        request in writing, you shall return all Confidential Information supplied
        to
        you by us and destroy or permanently erase all copies of Confidential
        Information made by you and use all reasonable endeavours to ensure that
        anyone
        to whom you have supplied any Confidential Information destroys or permanently
        erases such Confidential Information and any copies made by them, in each
        case
        save to the extent that you or the recipients are required to retain any
        such
        Confidential Information by any applicable law, rule or regulation or by
        any
        competent judicial, governmental, supervisory or regulatory body or in
        accordance with internal policy, or where the Confidential Information has
        been
        disclosed under paragraph 2(b) above.

       

      
        	
                5.

              	
                Continuing
                  Obligations

              


      

       

      The
        obligations in this letter are continuing and, in particular, shall survive
        the
        termination of any discussions or negotiations between you and us.
        Notwithstanding the previous sentence, the obligations in this letter shall
        cease (a) if you become a party to or otherwise acquire (by assignment or
        sub-participation) an interest, direct or indirect, in the Facilit[y/ies]
        or (b)
        twelve months after you have returned all Confidential Information supplied
        to
        you by us and destroyed or permanently erased all copies of Confidential
        Information made by you (other than any such Confidential Information or
        copies
        which have been disclosed under paragraph 2 above (other than sub-paragraph
        2(a)) or which, pursuant to paragraph 4 above, are not required to be returned
        or destroyed).

       

      
        
          
          

        

        
          221

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                No
                  Representation; Consequences of Breach,
                  etc

              


      

       

      You
        acknowledge and agree that:

       

      
        	 	
                (a)

              	
                neither
                  we, nor any of our officers, employees or advisers (each a "Relevant
                  Person")
                  (i) make any representation or warranty, express or implied, as
                  to, or
                  assume any responsibility for, the accuracy, reliability or completeness
                  of any of the Confidential Information or any other information
                  supplied
                  by us or any member of the Group or the assumptions on which it
                  is based
                  or (ii) shall be under any obligation to update or correct any
                  inaccuracy
                  in the Confidential Information or any other information supplied
                  by us or
                  any member of the Group or be otherwise liable to you or any other
                  person
                  in respect to the Confidential Information or any such information;
                  and

              


      

       

      
        	 	
                (b)

              	
                we
                  or members of the Group may be irreparably harmed by the breach
                  of the
                  terms of this letter and damages may not be an adequate remedy;
                  each
                  Relevant Person or member of the Group may be granted an injunction
                  or
                  specific performance for any threatened or actual breach of the
                  provisions
                  of this letter by you.

              


      

       

      
        	
                7.

              	
                No
                  Waiver; Amendments, etc

              


      

       

      This
        letter sets out the full extent of your obligations of confidentiality owed
        to
        us in relation to the information the subject of this letter.
        No
        failure or delay in exercising any right, power or privilege under this letter
        will operate as a waiver thereof nor will any single or partial exercise
        of any
        right, power or privilege preclude any further exercise thereof or the exercise
        of any other right, power or privileges under this letter. The terms of this
        letter and your obligations under this letter may only be amended or modified
        by
        written agreement between us.

       

      
        	
                8.

              	
                Inside
                  Information

              


      

       

      You
        acknowledge that some or all of the Confidential Information is or may be
        price-sensitive information and that the use of such information may be
        regulated or prohibited by applicable legislation relating to insider dealing
        and you undertake not to use any Confidential Information for any unlawful
        purpose.

       

      
        	
                9.

              	
                Nature
                  of Undertakings

              


      

       

      The
        undertakings given by you under this letter are given to us and (without
        implying any fiduciary obligations on our part) are also given for the benefit
        of the Borrower and each other member of the Group.

       

      
        	
                10.

              	
                Third
                  Party Rights

              


      

       

      
        	 	
                (a)

              	
                Subject
                  to paragraphs 6 and 9, the terms of this letter may be enforced
                  and relied
                  upon only by you and us and the Company
                  (without requiring its signature) and the operation of the Contracts
                  (Rights of Third Parties) Act 1999 is
                  excluded.

              


      

       

      
        
          
          

        

        
          222

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                Notwithstanding
                  any provisions of this letter, the parties to this letter do not
                  require
                  the consent of any Relevant Person to rescind or vary this letter
                  at any
                  time except that this letter may not be amended without the prior
                  written
                  consent of the Company.

              


      

       

      
        	
                11.

              	
                Governing
                  Law and Jurisdiction

              


      

       

      
        	 	
                (a)

              	
                This
                  letter (including the agreement constituted by your acknowledgement
                  of its
                  terms) shall be governed by and construed in accordance with the
                  laws of
                  England.

              


      

       

      
        	 	
                (b)

              	
                The
                  parties submit to the non-exclusive jurisdiction of the English
                  courts.

              


      

       

      
        	
                12.

              	
                Definitions

              


      

       

      In
        this
        letter (including the acknowledgement set out below):

       

      "Confidential
        Information"
        means
        any information relating to the Borrower, the Group, and the Facilit[y/ies]
        including, without limitation, the Information Memorandum provided to you
        by us
        or any of our affiliates or advisers, in whatever form, and includes information
        given orally and any document, electronic file or any other way of representing
        or recording information which contains or is derived or copied from such
        information but excludes information that (a) is or becomes public knowledge
        other than as a direct or indirect result of any breach of this letter or
        (b) is
        known by you before the date the information is disclosed to you by us or
        any of
        our affiliates or advisers or is lawfully obtained by you after that date,
        other
        than from a source which is connected with the Group and which, in either
        case,
        as far as you are aware, has not been obtained in violation of, and is not
        otherwise subject to, any obligation of confidentiality.

       

      "Company"
        means
NDS
        Finance Limited
        (registration
        number [                   ]).

       

      "Group"
        means
        the Borrower and each of its holding companies and subsidiaries and each
        subsidiary of each of its holding companies (as each such term is defined
        in the
        Companies Act 1985).

       

      "Information
        Memorandum"
        means
        the information memorandum prepared in relation to the
        Facilit[y/ies].

       

      "Permitted
        Purpose"
        means
        considering and evaluating whether to enter into the
        Facilit[y/ies].

       

      "Participant
        Group"
        means
        you, each of your holding companies and subsidiaries and each subsidiary
        of each
        of your holding companies (as each such term is defined in the Companies
        Act
        1985).

       

      Please
        acknowledge your agreement to the above by signing and returning the enclosed
        copy.

       

      Yours
        faithfully

       

      
        
          

        

      

      For
        and
        on behalf of

       

      [Lender]

       

      To:     
        [Arranger]

       

      The
        Borrower and each other member of the Group

       

      We
        acknowledge and agree to the above:

       

      
        
          

        

      

      For
        and
        on behalf of

       

      [Potential
        Lender]

       

      
        
          
          

        

        
          223

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        10

      


      Timetables

       

      PART
        I

       

      Loans

      

        
          	 	 	
                  Loans in euro

                	 	
                  Loans in

                  sterling

                	 	
                  Loans in other

                  currencies

                
	 	 	 	 	 	 	 
	
                  Approval
                    as an Optional Currency, if required (Clause 4.3
                    (Conditions
                    relating to Optional Currencies)).

                   

                	 	 	 	 	 	 
	
                  Facility
                    Agent notifies the Company
                    if a currency is approved as an Optional Currency in accordance
                    with
                    Clause 4.3
                    (Conditions
                    relating to Optional Currencies).

                   

                	 	
                  -

                   

                	 	
                  -

                   

                	 	
                  U-4

                   

                
	
                  Delivery
                    of a duly completed Utilisation Request (Clause 5.1
                    (Delivery
                    of a Utilisation Request)
                    or a Selection Notice (Clause 17.1
                    (Selection
                    of Interest Periods and Terms)).

                   

                	 	
                  U-3

                   

                  9.30
                    am

                   

                	 	
                  U-1

                   

                  9.30
                    am

                   

                	 	
                  U-3

                   

                  9.30
                    am

                   

                
	
                  Facility
                    Agent determines (in relation to a Utilisation) the Base Currency
                    Amount
                    of the Loan, if required under Clause 5.4
                    (Lenders'
                    participation).

                   

                	 	
                  U-3

                   

                  Noon

                   

                	 	
                  U-1

                   

                  Noon

                   

                	 	
                  U-3

                   

                  Noon

                   

                
	
                  Facility
                    Agent notifies the Lenders of the Loan in accordance with Clause
                    5.4
                    (Lenders'
                    participation).

                   

                	 	
                  U-3

                   

                  3.00pm

                   

                	 	
                  U-1

                   

                  3.00pm

                   

                	 	
                  U-3

                   

                  3.00pm

                   

                
	
                  Facility
                    Agent receives a notification from a Lender under Clause 9.2
                    (Unavailability
                    of a currency).

                   

                	 	
                  U-1

                   

                  5.00pm

                   

                	 	
                  U-1

                   

                  5.00pm

                   

                	 	
                  U-1

                   

                  5.00pm

                   

                
	
                  Facility
                    Agent gives notice in accordance with Clause 9.2
                    (Unavailability
                    of a currency).

                   

                	 	
                  U-
                    2

                   

                  9.30am

                   

                	 	
                  U

                   

                  9.30am

                   

                	 	
                  U-2

                   

                  9.30am

                   

                
	
                  Facility
                    Agent determines amount of the Loan in Optional Currency in accordance
                    with Clause 36.9
                    (Change
                    of currency).

                   

                	 	
                  U-3

                   

                  11.00am

                   

                	 	
                  U

                   

                  11.00am

                   

                	 	
                  U-3

                   

                  11.00am

                   

                
	
                  LIBOR
                    or EURIBOR is fixed.

                	 	
                  Quotation
                    Day as of 11.00am (London time) in respect of LIBOR and as of
                    11.00am
                    (Brussels time) in respect of EURIBOR

                	 	
                  Quotation
                    Day as of 11.00am

                	 	
                  Quotation
                    Day as of 11.00am

                   

                


        

      

       

      
        	"U"	
                = date
                  of Utilisation

              


      

       

      
        	"U - X" = 	
                X
                  Business Days prior to date of
                  Utilisation

              


      

       

      
        
          
          

        

        
          224

          
            

          

        

        
          
          

        

      

       

      PART
        II

       

      Letters
        of Credit

      

        
          	 	 	
                  Letters
                    of Credit

                
	 	 	 
	
                  Delivery
                    of a duly completed Utilisation Request (Clause 6.2
                    (Delivery
                    of a Utilisation Request for Letters of Credit)).

                   

                	 	
                  U-3

                   

                  9.30am

                   

                
	
                  Facility
                    Agent determines (in relation to a Utilisation) the Base Currency
                    Amount
                    of the Letter of Credit if required under paragraph (d) of Clause
                    6.5
                    (Issue
                    of Letters of Credit)
                    and notifies the Issuing Bank and Lenders of the Letter of Credit
                    in
                    accordance with paragraph (d) of Clause 6.5
                    (Issue
                    of Letters of Credit).

                   

                	 	
                  U-1

                   

                  Noon

                   

                
	
                  Delivery
                    of duly completed Renewal Request.

                	 	
                  U-3
                    9.30am

                


        

      

       

      "U"     
        =  
            date
        of
        utilisation

       

      "U-X" 
        =      
        Business
        Days prior to date of utilisation

       

      
        
          
          

        

        
          225

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        11

      


      Form
        of Letter of Credit

       

      To:       
        [Beneficiary]
        (the
        "Beneficiary")

       

      [Date]

       

      Irrevocable
        Standby Letter of Credit no. [                   ]

       

      At
        the
        request of [                   ],
        [Issuing
        Bank]
        (the
        "Issuing
        Bank")
        issues
        this irrevocable standby Letter of Credit ("Letter
        of Credit")
        in
        your favour on the following terms and conditions:

       

      
        	
                1.

              	
                Definitions

              


      

       

      In
        this
        Letter of Credit:

       

      "Business
        Day"
        means a
        day (other than a Saturday or a Sunday) on which banks are open for general
        business in [London].*

       

      "Demand"
        means a
        demand for a payment under this Letter of Credit in the form of the schedule
        to
        this Letter of Credit.

       

      "Expiry
        Date"
        means
        [                   ].

       

      "Total
        L/C Amount" means [                   ].

       

      
        	
                2.

              	
                Issuing
                  Bank's agreement

              


      

       

      
        	 	
                (a)

              	
                The
                  Beneficiary may request a drawing or drawings under this Letter
                  of Credit
                  by giving to the Issuing Bank a duly completed
                  Demand. A Demand must be received by the Issuing Bank by [                   ]
                  p.m. ([London] time) on the Expiry
                  Date.

              


      

       

      
        	 	
                (b)

              	
                Subject
                  to the terms of this Letter of Credit, the Issuing Bank unconditionally
                  and irrevocably undertakes to the Beneficiary that, within [ten]
                  Business
                  Days of receipt by it of a Demand, it must pay to the Beneficiary
                  the
                  amount demanded in that Demand.

              


      

       

      
        	 	
                (c)

              	
                The
                  Issuing Bank will not be obliged to make a payment under this Letter
                  of
                  Credit if as a result the aggregate of all payments made by it
                  under this
                  Letter of Credit would exceed the Total L/C
                  Amount.

              


      

       

      
        	
                3.

              	
                Expiry

              


      

       

      
        	 	
                (a)

              	
                The
                  Issuing Bank will be released from its obligations under this Letter
                  of
                  Credit on the date (if any) notified by the Beneficiary to the
                  Issuing
                  Bank as the date upon which the obligations of the Issuing Bank
                  under this
                  Letter of Credit are released.

              


      

       

      
        	 	
                (b)

              	
                Unless
                  previously released under paragraph (a) above, on [                   ]
                  p.m.([London] time) on the Expiry Date the obligations of the Issuing
                  Bank
                  under this Letter of Credit will cease with no further liability
                  on the
                  part of the Issuing Bank except for any Demand validly presented
                  under the
                  Letter of Credit that remains
                  unpaid.

              


      

       

      
        	 	
                (c)

              	
                When
                  the Issuing Bank is no longer under any further obligations under
                  this
                  Letter of Credit, the Beneficiary must return the original of this
                  Letter
                  of Credit to the Issuing Bank.

              


      

       

      
        
          
          

        

        
          226

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                Payments

              


      

       

      All
        payments under this Letter of Credit shall be made in [                   ]
        and for
        value on the due date to the account of the Beneficiary specified in the
        Demand.

       

      
        	
                5.

              	
                Delivery
                  of Demand

              


      

       

      Each
        Demand shall be in writing, and, unless otherwise stated, may be made by
        letter,
        fax or telex and must be received in legible form by the Issuing Bank at
        its
        address and by the particular department or office (if any) as
        follows:

       

      [                   ]

       

      
        	
                6.

              	
                Assignment

              


      

       

      The
        Beneficiary's rights under this Letter of Credit may not be assigned or
        transferred.

       

      
        	
                7.

              	
                ISP

              


      

       

      Except
        to
        the extent it is inconsistent with the express terms of this Letter of Credit,
        this Letter of Credit is subject to the International Standby Practices (ISP
        98), International Chamber of Commerce Publication No. 590.

       

      
        	
                8.

              	
                Governing
                  Law

              


      

       

      This
        Letter of Credit is governed by English law.

       

      
        	
                9.

              	
                Jurisdiction

              


      

       

      The
        courts of England have exclusive jurisdiction to settle any dispute arising
        out
        of or in connection with this Letter of Credit.

       

      Yours
        faithfully

       

      [Issuing
        Bank]

       

      By:

       

      NOTES:

       

      
        	
                *

              	
                This
                  may need to be amended depending on the currency of payment under
                  the
                  Letter of Credit.

              


      

       

      
        
          
          

        

        
          227

          
            

          

        

        
          
          

        

      


      SCHEDULE
        [    ]

      Form
        of Demand

      To:      
        [ISSUING
        BANK]

       

      [Date]

       

      Dear
        Sirs

       

      Standby
        Letter of Credit no. [                   ]
        issued in favour of [BENEFICIARY] (the "Letter of Credit")

       

      We
        refer
        to
        the Letter of Credit. Terms defined in the Letter of Credit have the same
        meaning when used in this Demand.

       

      
        	
                1.

              	
                We
                  certify that the sum of [                   ]
                  is due [and has remained unpaid for at least [                   ]
                  Business Days] [under [set out underlying contract or agreement]].
                  We
                  therefore demand payment of the sum of [                   ].

              


      

       

      
        	
                2.

              	
                Payment
                  should be made to the following
                  account:

              


      

       

      Name:

       

      Account
        Number:

       

      Bank:

       

      
        	
                3.

              	
                The
                  date of this Demand is not later than the Expiry
                  Date.

              


      

       

      Yours
        faithfully

      
        	
                 

                (Authorised
                  Signatory)

              	
                 

                (Authorised
                  Signatory)

              


      

       

      For

       

      [BENEFICIARY]

       

      
        
          
          

        

        
          228

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        12

      


      Material
        Companies

       

      NDS
        Limited

       

      Digi-Media
        Vision Limited

       

      News
        Datacom Limited

       

      NDS
        Technologies France SAS

       

      NDS
        Americas, Inc.

       

      NDS
        Technologies Israel Limited

       

      NDS
        Sweden AB

       

      NDS
        Holdings B.V.

       

      
        
          
          

        

        
          229

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        13

      


      Security
        Principles

       

      
        	
                1.

              	
                Security
                  Principles

              


      

       

      
        	 	
                (a)

              	
                The
                  guarantees and security to be provided will be given in accordance
                  with
                  the Security Principles set out in this Schedule 13.
                  This Schedule 13 addresses the manner in which these Security Principles
                  will impact on the guarantees and security proposed to be taken
                  in
                  relation to the Finance Documents.

              


      

       

      
        	 	
                (b)

              	
                The
                  Security Principles embody recognition by all parties that there
                  may be
                  certain legal and practical difficulties in obtaining security
                  from all
                  Guarantors in every jurisdiction in which Guarantors are incorporated.
                  In
                  particular:

              


      

       

      
        	 	
                (i)

              	
                all
                  guarantees and security granted will be limited to the extent advised
                  by
                  local counsel and tax advisors as being necessary or reasonably
                  desirable
                  to comply with local legal requirements and recommended tax
                  structuring;

              


      

       

      
        	 	
                (ii)

              	
                general
                  statutory limitations, financial assistance, corporate benefit,
                  fraudulent
                  preference, "thin capitalisation" rules, retention of title claims
                  and
                  similar principles may limit the ability of a Guarantor to provide
                  a
                  guarantee or security or may require that the guarantee be limited
                  by an
                  amount or otherwise.
                  All guarantees and security will be limited to comply with all
                  such
                  restrictions. The Company will use reasonable endeavours to assist
                  in
                  demonstrating that adequate corporate benefit accrues to each Guarantor
                  and otherwise overcoming such
                  limitations;

              


      

       

      
        	 	
                (iii)

              	
                in
                  the case of any joint venture or non-wholly owned Subsidiary, all
                  guarantees and security will be limited to comply with restrictions
                  in the
                  joint venture agreement, the shareholders' agreement or the applicable
                  law. The Company will use reasonable endeavours to avoid or overcome
                  such
                  restrictions;

              


      

       

      
        	 	
                (iv)

              	
                the
                  security and extent of its perfection will be agreed taking into
                  account
                  the cost to the Group of providing security and the proportionate
                  benefit
                  accruing to the Lenders;

              


      

       

      
        	 	
                (v)

              	
                any
                  assets subject to third party arrangements which are permitted
                  by this
                  Agreement, and the Mezzanine Facility Agreement and which prevent
                  those
                  assets from being charged will be excluded from the Security in
                  any
                  relevant Transaction Security Document provided
                  that
                  reasonable endeavours to obtain consent to charging any such assets
                  shall
                  be used by the relevant Guarantor if the relevant asset is
                  material;

              


      

       

      
        	 	
                (vi)

              	
                Guarantors
                  will not be required to give guarantees or enter into Transaction
                  Security
                  Documents if that would conflict with the fiduciary duties of their
                  directors or contravene any legal prohibition or result in a risk
                  of
                  personal or criminal liability on the part of any officer provided
                  that
                  the relevant Guarantor shall use reasonable endeavours to overcome
                  any
                  such obstacle;

              


      

       

      
        
          
          

        

        
          230

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (vii)

              	
                perfection
                  of security, when required, and other legal formalities will be
                  completed
                  as soon as practicable and, in any event, within the time periods
                  specified in the Finance Documents therefor or (if earlier or to
                  the
                  extent no such time periods are specified in the Finance Documents)
                  within
                  the time periods specified by applicable law in order to ensure
                  due
                  perfection;

              


      

       

      
        	 	
                (viii)

              	
                prior
                  to a Declared Default perfection of security granted will not be
                  required
                  if it would have a material adverse effect on the ability of the
                  relevant
                  Guarantor to conduct its operations and business in the ordinary
                  course as
                  otherwise permitted by the Finance
                  Documents;

              


      

       

      
        	 	
                (ix)

              	
                the
                  maximum guaranteed or secured amount may be limited to minimise
                  stamp
                  duty, notarisation, registration or other applicable fees, taxes
                  and
                  duties where the benefit of increasing the granted or secured amount
                  is
                  disproportionate to the level of such fee, taxes and
                  duties;

              


      

       

      
        	 	
                (x)

              	
                where
                  a class of assets to be secured includes material and immaterial
                  assets,
                  if the cost of granting security over the immaterial assets is
                  disproportionate to the benefit of such security, security will
                  be granted
                  over the material assets only;

              


      

       

      
        	 	
                (xi)

              	
                unless
                  granted under a global security document governed by the law of
                  the
                  jurisdiction of a Guarantor or under English law all security (other
                  than
                  share security over its Guarantor subsidiaries) shall be governed
                  by the
                  law of and secure assets located in the jurisdiction of incorporation
                  of
                  that Guarantor;

              


      

       

      
        	 	
                (xii)

              	
                guarantee
                  and security limitations may mean that access to the assets of
                  a Guarantor
                  is limited, in which case, any asset security granted by that Guarantor
                  shall be proportionate to the value of its
                  guarantee;

              


      

       

      
        	 	
                (xiii)

              	
                no
                  perfection action will be required in jurisdictions where Guarantors
                  are
                  not located but perfection action may be required in the jurisdiction
                  of
                  one Guarantor in relation to security granted by another Guarantor
                  located
                  in a different jurisdiction. Subject to those principles, perfection
                  action may also be required in respect of material intellectual
                  property
                  rights in jurisdictions where such rights are
                  registered;

              


      

       

      
        	 	
                (xiv)

              	
                local
                  law restrictions may mean that the Senior Lenders and the Mezzanine
                  Lenders (each as defined in the Intercreditor Agreement) may not
                  be able
                  to benefit from the same security;
                  and

              


      

       

      
        	 	
                (xv)

              	
                the
                  Security Agent will hold one set of security for the Senior Lenders/and
                  the Mezzanine Lenders unless a second ranking security is required
                  by
                  local law for the Mezzanine
                  Lenders.

              


      

       

      
        	 	
                (c)

              	
                Reasonable
                  legal fees, disbursements, registration costs, taxes, notary fees
                  and
                  other costs and expenses related to the guarantees and security
                  incurred
                  by legal counsel to the Company
                  and by legal counsel to the Arranger will be paid by the Company
                  up to an
                  agreed cap. Any additional costs and expenses (including legal
                  fees)
                  incurred in connection with the preservation of rights and/or enforcement
                  of the guarantees and security will be paid by the
                  Company.

              


      

       

      
        
          
          

        

        
          231

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Limitations
                  of US Security

              


      

       

      The
        obligations under the Finance Documents of any member of the Group which
        is a
        member of the US consolidated tax group may only benefit from any security
        granted
        over the shares, stock or other ownership interests of any Controlled Foreign
        Corporation to the extent of 65 per cent. of such shares, stock or ownership
        interests and such Controlled Foreign Corporation shall not be required to
        guarantee, pledge its assets to secure or otherwise support the obligations
        under the Finance Documents of any member of the Group which is a member
        of the
        US consolidated tax group.

       

      
        	
                3.

              	
                Guarantors
                  and Security

              


      

       

      Each
        guarantee and security will be an upstream, cross-stream and downstream
        guarantee and each guarantee and security will be for all liabilities of
        the
        Obligors under the Finance Documents in accordance with, and subject to,
        the
        requirements of the Security Principles in each relevant
        jurisdiction.

       

      To
        the
        extent possible, all security shall be given in favour of the Security
        Agent and not the Finance Parties individually. "Parallel debt" provisions
        will
        be used where necessary; such provisions will be contained in the Intercreditor
        Agreement and not the individual security documents unless required under
        local
        laws. To the extent possible, there should be no action required to be taken
        in
        relation to the guarantees or security when any Lender transfers any of its
        participation in the Facilities to a new Lender.

       

      The
        Guarantors will be required to pay the cost of any re-execution, notarisation,
        re-registration, amendment or other perfection requirement for any security
        on
        any transfer on or prior to the Syndication Date by the Arranger to a new
        Lender
        if this is within the amount for which the Group is liable under paragraph
        1(c)
        above. Otherwise the cost or fee shall be for the account of the transferee
        Lender.

       

      
        	
                4.

              	
                Terms
                  of Security Documents

              


      

       

      The
        following principles will be reflected in the terms of any security taken
        as
        part of the Transaction Security:

       

      
        	 	
                (a)

              	
                the
                  security will be first ranking security over such present and future
                  assets of the Group as are agreed to be material in accordance
                  with the
                  Security Principles, to the extent
                  possible;

              


      

       

      
        	 	
                (b)

              	
                security
                  will not be enforceable until a Declared
                  Default;

              


      

       

      
        	 	
                (c)

              	
                representations
                  and undertakings shall only be included in each security document
                  to
                  confirm any registration or perfection of the security and, to
                  the extent
                  not provided elsewhere in the Finance Documents, due authorisation,
                  validity and enforceability unless otherwise expressly required
                  by local
                  law and shall otherwise be no more onerous than the Service Facilities
                  Agreement;

              


      

       

      
        
          
          

        

        
          232

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                prior
                  to the occurrence of a Declared Default provisions of each Transaction
                  Security Document will not be unduly burdensome on the Guarantor
                  or
                  interfere unreasonably with the operation of its business and will
                  be
                  limited to those required to create or maintain effective security
                  and not
                  impose commercial obligations;

              


      

       

      
        	 	
                (e)

              	
                information,
                  such as lists of assets, will be
                  provided:

              


      

       

      
        	 	
                (i)

              	
                if
                  required by local law to perfect or register the security to that
                  extent
                  every three months;

              


      

       

      
        	 	
                (ii)

              	
                if
                  customarily made available for security of that type in a jurisdiction
                  no
                  more frequently than every six months (or, if specifically required
                  to be
                  more frequently by law, as frequently as required by law) ;
                  or

              


      

       

      
        	 	
                (iii)

              	
                following
                  an Event of Default which is outstanding, on the Security
                  Agent's reasonable request;

              


      

       

      
        	 	
                (f)

              	
                the
                  Lenders and Hedge Counterparties shall only be able to exercise
                  a power of
                  attorney following the occurrence of a Declared Default or if the
                  relevant
                  Guarantor has failed to comply with a further assurance or perfection
                  obligation within 10 Business Days of being notified of that failure
                  and
                  being requested to comply;

              


      

       

      
        	 	
                (g)

              	
                security,
                  will where possible and practical, automatically create security
                  over
                  future assets of the same type as those already secured;
                  and

              


      

       

      
        	 	
                (h)

              	
                in
                  the Transaction Security Documents there will be no repetition
                  or
                  extension of clauses set out in this Agreement (or the Intercreditor
                  Agreement) such as those relating to notices, cost and expenses,
                  indemnities, tax gross up, distribution of proceeds and release
                  of
                  security unless required by applicable local
                  law.

              


      

       

      
        	
                5.

              	
                Guarantor

              


      

       

      Name:

       

      Parent

       

      The
        Company

       

      NDS
        Limited (UK) - "Closing Obligor"

       

      NDS
        Sweden AB

       

      Digi-Media
        Vision Limited (UK) - "Closing Obligor"

       

      News
        Datacom Limited (UK) - "Closing Obligor"

       

      NDS
        Technologies Israel Limited

       

      NDS
        Technologies France SAS

       

      NDS
        Americas Inc.

       

      NDS
        Holdings B.V. (to the extent not wound up within 180 days of
        Closing).

       

      
        
          
          

        

        
          233

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Security
                  Jurisdictions

              


      

       

      Subject
        to these Security Principles the shares in each Guarantor (other than the
        Parent) shall be secured.
        No
        security other than share security shall be granted in India or
        China.

       

      
        	
                7.

              	
                Bank
                  accounts

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its bank
        accounts but it shall be free to deal with those accounts in the course of
        its
        business until a Declared Default, save to the extent agreed otherwise in
        respect of cash collateral and mandatory prepayment holding
        accounts.

       

      If
        required by local law to perfect the security, notice of the security will
        be
        served on the account bank within 5 Business Days of the security being granted
        and the Guarantor shall use its reasonable endeavours to obtain an
        acknowledgement of that notice within 20 Business Days of service. If the
        Guarantor has used its reasonable endeavours but has not been able to obtain
        acknowledgement its obligation to obtain acknowledgement shall cease on the
        expiry of that 20 Business Day period. Irrespective of whether notice of
        the
        security is required for perfection, if the service of notice would prevent
        the
        Guarantor from using a bank account in the ordinary course of its business
        no
        notice of security shall be served until the occurrence of a Declared
        Default.

       

      Any
        security over bank accounts shall be subject to any prior security interests
        in
        favour of the account bank which are created either by law or in the standard
        terms and conditions of the account bank. The notice of security may request
        these are waived by the account bank but the Guarantor shall not be required
        to
        change its banking arrangements if these security interests are not waived
        or
        only partially waived.

       

      If
        required under local law security over bank accounts will be registered subject
        to the general principles set out in these Security Principles.

       

      
        	
                8.

              	
                Fixed
                  assets and inventory

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its material
        fixed assets and its material inventory but it shall be free to deal with
        those
        assets and that inventory in the course of its business until a Declared
        Default.

       

      No
        notice
        whether to third parties or by attaching a notice to the fixed assets or
        inventory shall be prepared or given until a Declared Default.

       

      If
        required under local law security over fixed assets or inventory will be
        registered subject to the general principles set out in these Security
        Principles.

       

      
        
          
          

        

        
          234

          
            

          

        

        
          
          

        

      

       

      
        	
                9.

              	
                Insurance
                  Policies

              


      

       

      Subject
        to these Security Principles, a Guarantor will only grant security over its
        insurance policies if claims under such policies are subject to Clause
14.2
        (Disposal,
        Insurance and Acquisition Proceeds, Excess Cashflow and IPO).

       

      If
        required by local law to perfect the security, notice of the security will
        be
        served on the insurance provider within 5 Business Days of the security being
        granted and the Guarantor shall use its reasonable endeavours to obtain an
        acknowledgement of that notice within 20 Business Days of service. If the
        Guarantor has used its reasonable endeavours but has not been able to obtain
        acknowledgement its obligation to obtain acknowledgement shall cease on the
        expiry of that 20 Business Day period.

       

      No
        loss
        payee or other endorsement shall be made on the insurance policy.

       

      
        	
                10.

              	
                Intellectual
                  Property

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its material
        intellectual property but it shall be free to deal with those assets in the
        course of its business (including, without limitation, allowing its intellectual
        property to lapse if no longer material to its business) until a Declared
        Default.

       

      No
        security shall be granted over any intellectual property which cannot be
        secured
        under the terms of the relevant licensing agreement. A Guarantor shall use
        its
        reasonable endeavours to obtain consent to allow security to be granted over
        such material intellectual property.
        No
        notice shall be prepared or given to any third party from whom intellectual
        property is licensed until a Declared Default.

       

      If
        required under local law security over intellectual property will be registered
        under the law of that Transaction Security Document or at a relevant
        supra-national registry (such as the EU) subject to the general principles
        set
        out in these Security Principles.

       

      
        	
                11.

              	
                Intercompany
                  receivables

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its material
        intercompany receivables but it shall be free to deal with those receivables
        in
        the course of its business until a Declared Default.

       

      If
        required by local law to perfect the security, notice of the security will
        be
        served on the relevant lender within 5 Business Days of the security being
        granted and the Guarantor shall use its reasonable endeavours to obtain an
        acknowledgement of that notice within 20 Business Days of service. Irrespective
        of whether notice of the security is required for perfection if the service
        of
        notice would prevent the Guarantor from dealing with an intercompany receivable
        in the ordinary course of its business no notice of security shall be served
        until the occurrence of a Declared Default.

       

      If
        required under local law security over intercompany receivables will be
        registered subject to the general principles set out in these Security
        Principles.

       

      
        
          
          

        

        
          235

          
            

          

        

        
          
          

        

      

       

      
        	
                12.

              	
                Trade
                  receivables

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its material
        trade receivables but it shall be free to deal with those receivables in
        the
        course of its business until a Declared Default.

       

      No
        notice
        of security may be served until the occurrence of a Declared
        Default.

       

      No
        security will be granted over any trade receivables which cannot be secured
        under the terms of the relevant contract.

       

      If
        required under local law security over trade receivables will be registered
        subject to the general principles set out in these Security
        Principles.

       

      Any
        list
        of trade receivables required shall not include details of the underlying
        contracts unless required under local law.

       

      
        	
                13.

              	
                Shares

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant a charge over the shares
        in other Guarantors which are its Subsidiaries and a pledge shall also be
        granted over a Guarantor's ultimate holding company in the same jurisdiction
        of
        its incorporation.
        However,
        no share security will be granted over the Parent or any of its Holding
        Companies.

       

      The
        relevant Transaction Security Document will be governed by the laws of the
        Guarantor whose shares are being secured and not by the law of the country
        of
        the Guarantor granting the security.

       

      Until
        a
        Declared Default, the charging Guarantor will be permitted to retain and
        to
        exercise voting rights to any shares charged by it in a manner which does
        not
        adversely affect the validity or enforceability of the security or cause
        an
        Event of Default to occur and the company whose shares have been charged
        will be
        permitted to pay dividends.

       

      Where
        customary, within 3 Business Days of execution of the share charge, the share
        certificate and a stock transfer form executed in blank will be provided
        to the
        Security Agent and where required by law the share certificate or shareholders
        register will be endorsed or written up and the endorsed share certificate
        or a
        copy of the written up register provided to the Security Agent.

       

      Unless
        the restriction is required by law, the constitutional documents of the company
        whose shares have been charged will be amended to remove any restriction
        on the
        transfer or the registration of the transfer of the shares on enforcement
        of the
        security granted over them

       

      
        	
                14.

              	
                Real
                  estate

              


      

       

      Subject
        to these Security Principles, a Guarantor shall grant security over its material
        real estate.

       

      There
        will be no obligation to investigate title, provide surveys or other insurance
        or environmental due diligence.

       

      
        
          
          

        

        
          236

          
            

          

        

        
          
          

        

      

       

      A
        Guarantor will be under no obligation to obtain any landlord consent required
        to
        grant security over its material real estate, nor to investigate the possibility
        thereof.
        Costs of
        granting real estate security must be within the agreed costs cap and the
        amount
        secured by each security over material real estate may be restricted to an
        agreed level.

       

      
        	
                15.

              	
                Release
                  of Security

              


      

       

      Unless
        required by local law (for
        example, in the case of the Swedish Security Documents) the circumstances
        in
        which the security shall be released should not be dealt with in individual
        security documents but, if so required, shall, except to the extent required
        by
        local law, be the same as those set out in the Intercreditor
        Agreement.

       

      
        
          
          

        

        
          237

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        14

      


      Form
        of TEG Letter

       

      
        	
                To:

              	
                [                   ]

              
	 	 
	
                From:

              	
                [                   ]
                  as Facility Agent

              
	 	 
	
                Dated:

              	
                [                   ]

              


      

       

      Dear
        Sirs

       

      NDS
        Finance Limited - $1,115,000,000 Senior Facilities Agreement dated
[                   ]
        (the

      "Facilities
        Agreement")

       

      We
        refer
        to the Facilities Agreement.

       

      Terms
        defined in the Facilities Agreement shall bear the same meaning in this letter
        unless otherwise defined in this letter. References to Clauses in this letter
        are references to Clauses in the Facilities Agreement.

       

      We
        confirm that:

       

      
        	
                1.

              	
                this
                  is the letter referred to in Clause 16.6 (Effective
                  global rate)
                  of the Facilities Agreement;

              


      

       

      
        	
                2.

              	
                you
                  acknowledge that, due to the fact that interest payable under the
                  Facilities Agreement is to be calculated on a floating rate basis
                  by
                  references to LIBOR or EURIBOR for Interest Periods selected by
                  a
                  Borrower, it is not possible to compute the effective global rate
                  ("taux
                  effectif global")
                  for the lifetime of the Facilities;
                  and

              


      

       

      
        	
                3.

              	
                in
                  order to comply with the provisions of Articles L313-1, L313-2,
                  R313-1 and
                  R313-2 of the French Code
                  de la Consommation
                  (Consumer Code) and L313-4 of the French Code
                  Monétaire et Financier
                  (French Monetary and Financial Code), and only as an indication
                  based on
                  the assumptions described below, an example of calculation of the
                  effective global rate would result in a rate for the Facilities
                  (taux
                  de période)
                  of [                   ]%.

              


      

       

      
        	
                4.

              	
                The
                  above rate is given on an indicative basis and on the basis (a)
                  that
                  drawdown for the full amount of the Facilities in the relative
                  Base
                  Currency has been made, (b) [for the US Dollar denominated Facilities
                  an
                  Interest Period of three months in US Dollars has been chosen and
                  that the
                  US$ LIBOR rate of [ ]% per annum is applicable,] (c) [for the euro
                  denominated Facilities an Interest Period of three months in euro
                  has been
                  chosen and that the EURIBOR rate of [ ]% per annum is applicable,]
                  (d)
                  that the LIBOR/EURIBOR rate, expressed as an annual rate, is as
                  fixed on
                  [date],
                  (e) repayments occur at contractual maturity and not earlier, (f)
                  no term
                  out option has been exercised, (g) [that the US$/€ exchange rate is 1€ =
                  0.[                   ]US$,]
                  (h) of the various fees payable by you under the terms of the Facilities
                  Agreement. Such rates shall not be binding on the Finance
                  Parties.]

              


      

       

      
        
          
          

        

        
          238

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                We
                  should be grateful if you would confirm your acceptance of the
                  terms of
                  this letter by signing and returning to us the enclosed
                  copy.

              


      

       

      [place],
        [date]

       

      
        	
                By

              	    

	 	 
	
                Title

              	   



      

      


      We
        acknowledge of the above

       

      [date]

      
         

        
          	
                  By

                	    

	 	 
	
                  Title

                	   



        

         

        
          
            
            

          

          
            239

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        15

       

      Further
        Acquisition Facility Lender Accession Undertaking

       

      
        	
                From:

                 

              	
                [Further
                  Acquisition Facility Lender]

                 

              
	
                To:

                 

              	
                [                   ]
                  as Facility Agent

                 

              
	
                Dated:

              	 


      

       

      Dear
        Sirs

       

      NDS
        Finance Limited - $1,115,000,000
        Senior
        Facilities Agreement dated [                   ]
        

      (the
        "Facilities Agreement")

       

      
        	
                1.

              	
                We
                  refer to the Facilities Agreement. This undertaking (the "Agreement")
                  shall take effect as a Further Acquisition Facility Lender Accession
                  Undertaking for the purpose of the Facilities Agreement. Terms
                  defined in
                  the Facilities Agreement have the same meaning in this Agreement
                  unless
                  given a different meaning in this
                  Agreement.

              


      

       

      
        	
                2.

              	
                We
                  hereby agree to become a Lender and to assume an Acquisition Facility
                  Commitment in an amount of $[                   ].

              


      

       

      
        	
                3.

              	
                Our
                  Facility Office address and related details are as
                  follows:

              


      

       

      [Facility
        Office address, fax number and attention details for notices and accounts
        details for payments]

       

      
        	
                4.

              	
                The
                  provisions of Clause 31.4 (Limitation
                  of responsibility of Existing Lenders)
                  shall apply to the Further Acquisition Facility Lenders as if references
                  in that Clause to New Lenders were instead references to Further
                  Acquisition Facility Lenders.

              


      

       

      
        	
                5.

              	
                This
                  Agreement may be executed in any number of counterparts and this
                  has the
                  same effect as if the signatures on the counterparts were on a
                  single copy
                  of this Agreement.

              


      

       

      
        	
                6.

              	
                We
                  refer to the Intercreditor
                  Agreement:

              


      

       

      
        	
                (a)

              	
                In
                  consideration of the Further Acquisition
                  Facility Lender being accepted as a Senior Lender for the purposes
                  of the
                  Intercreditor Agreement (and as defined therein), the Further Acquisition
                  Facility Lender confirms that, as from date of this Agreement,
                  it intends
                  to be party to the Intercreditor Agreement as a Senior Lender,
                  and
                  undertakes to perform all the obligations expressed in the Intercreditor
                  Agreement to be assumed by a Senior Lender, and agrees that it
                  shall be
                  bound by all the provisions of the Intercreditor Agreement, as
                  if it had
                  been an original party to the Intercreditor
                  Agreement.

              


      

       

      
        	
                (b)

              	
                The
                  undertakings contained in this Agreement have been entered into
                  on the
                  date stated above.

              


      

       

      
        	
                7.

              	
                This
                  Agreement is governed by English
                  law.

              


      

       

      
        
          
          

        

        
          240

          
            

          

        

        
          
          

        

      

       

      Note:
        The
        execution of this Agreement may not entitle the Further Acquisition Facility
        Lender to a proportionate share of the Transaction Security in all
        jurisdictions. It is the responsibility of the Further Lender to ascertain
        whether any other documents or other formalities are required in any
        jurisdiction and, if so, to arrange for execution of those documents and
        completion of those formalities.

       

      SIGNED
        for and on behalf of

       

      [FURTHER
        ACQUISITION FACILITY LENDER]

       

      By:
        [                   ]

       

      This
        Agreement is accepted by the Facility Agent.

       

      [FACILITY
        AGENT]

       

      By:
        [                   ]

       

      
        
          
          

        

        
          241

          
            

          

        

        
          
          

        

      


      SIGNATURES

       

      THE
        COMPANY

       

      NDS
        FINANCE LIMITED

       

      By:

       

      
        	
                Address:

              	
                1
                  Heathrow Boulevard

              
	 	
                286
                  Bath Road

              
	 	
                West
                  Drayton, Middlesex, UB7 0DQ

              
	 	 
	
                Fax:

              	
                +44
                  208 476 8333

              
	 	 
	
                Attention:

              	
                Pyrros
                  Koussios

              


      

       

      THE
        ORIGINAL BORROWER

       

      NDS
        FINANCE LIMITED

       

      By:

       

      
        	
                Address:
                  

              	
                1
                  Heathrow Boulevard

              
	 	
                286
                  Bath Road

              
	 	
                West
                  Drayton, Middlesex, UB7 0DQ

              
	 	 
	
                Fax:

              	
                +44
                  208 476 8333

              
	 	 
	
                Attention:
                  

              	
                Pyrros
                  Koussios

              


      

       

      THE
        ORIGINAL GUARANTOR

       

      NDS
        FINANCE LIMITED

       

      By:

       

      
        	
                Address:
                  

              	
                1
                  Heathrow Boulevard

              
	 	
                286
                  Bath Road

              
	 	
                West
                  Drayton, Middlesex, UB7 0DQ

              
	 	 
	
                Fax:

              	
                +44
                  208 476 8333

              
	 	 
	
                Attention:
                  

              	
                Pyrros
                  Koussios

              


      

      


      
        
          
          

        

        
          242

          
            

          

        

        
          
          

        

      

       

      THE
        ARRANGERS

       

      J.P.
        MORGAN PLC

       

      By:

       

      
        	
                Address:
                  

              	
                125
                  London Wall

              
	 	
                London
                  EC2Y 5AJ

              
	 	 
	
                Fax:

              	
                +44
                  207 777 1493

              
	 	 
	
                Attention:

              	
                Laurence
                  Manessian

              


      

       

      MORGAN
        STANLEY BANK INTERNATIONAL LIMITED

       

      By:

       

      
        	
                Address:

              	
                25
                  Cabot Square

              
	 	
                Canary
                  Wharf

              
	 	
                London
                  E14 4QA

              
	 	 
	
                Fax:

              	
                +44
                  207 056 3377

              
	 	 
	
                Attention:
                  

              	
                Senior
                  Lending Group

              


      

       

      THE
        FACILITY AGENT

       

      J.P.
        MORGAN EUROPE LIMITED

       

      By:

       

      
        	
                Address:
                  

              	
                125
                  London Wall

              
	 	
                London
                  EC2Y 5AJ

              
	 	 
	
                Fax:

              	
                +44
                  207 777 2360

              
	 	 
	
                Attention:

              	
                Loan
                  and Agency

              


      

       

      THE
        SECURITY
        AGENT

       

      J.P.
        MORGAN EUROPE LIMITED

       

      By:

       

      
        	
                Address:
                  

              	
                125
                  London Wall

              
	 	
                London
                  EC2Y 5AJ

              
	 	 
	
                Fax:

              	
                +44
                  207 777 2360

              
	 	 
	
                Attention:

              	
                Loan
                  and Agency

              


      

      


      
        
          
          

        

        
          243

          
            

          

        

        
          
          

        

      

       

      THE
        ISSUING BANK

       

      JPMORGAN
        CHASE BANK, N.A., LONDON BRANCH

       

      By:

       

      
        	
                Address:
                  

              	
                125
                  London Wall

              
	 	
                London
                  EC2Y 5AJ

              
	 	 
	
                Fax:

              	
                +44
                  207 777 5645

              
	 	 
	
                Attention:

              	
                Duncan
                  Greenwood

              


      

       

      THE
        ORIGINAL LENDERS

       

      JPMORGAN
        CHASE BANK,
        N.A., LONDON BRANCH

       

      By:

       

      
        	
                Address:
                  

              	
                125
                  London Wall

              
	 	
                London
                  EC2Y 5AJ

              
	 	 
	
                Fax:

              	
                
                  +44
                    207 777 1493

                

              
	 	 
	
                Attention:

              	
                Laurence
                  Manessian

              


      

       

      MORGAN
        STANLEY BANK

       

      By:

       

      
        	
                Address:

              	
                201
                  South Main Street

              
	 	
                5th
                  Floor

              
	 	
                Salt
                  Lake City

              
	 	
                UT
                  84111-2215

              
	 	
                USA

              
	 	 
	
                Fax:

              	
                +44
                  207 056 3377

              
	 	 
	
                Attention:
                  

              	
                Senior
                  Lending Group

              


      

       

      MORGAN
        STANLEY BANK INTERNATIONAL LIMITED

       

      
        	
                By:

              	 
	 	 
	
                Address:

              	
                25
                  Cabot Square

              
	 	
                Canary
                  Wharf

              
	 	
                London
                  E14 4QA

              
	 	 
	
                Fax:

              	
                +44
                  207 056 3377

              
	 	 
	
                Attention:
                  

              	
                Senior
                  Lending Group

              


      

      


      
        
          
          

        

        
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